GUIDELINES BOARD AND STAFF RELATIONS AND RESPONSIBILITIES

Size: px
Start display at page:

Download "GUIDELINES BOARD AND STAFF RELATIONS AND RESPONSIBILITIES"

Transcription

1 GUIDELINES ON BOARD AND STAFF RELATIONS AND RESPONSIBILITIES Prepared By Gene C. Wenner Arts & Education Consultants, Inc.

2 BOARD OF DIRECTORS AND PROFESSIONAL STAFF RELATIONS The following concepts about board/staff relations are intended to be GUIDELINES, since each organization, board and staff vary considerably. They have been developed by the author after many years of work with non-profits; community, public and private schools; and many arts organizations. Attention to these guidelines can go a long way toward eliminating the small problems that too easily escalate into serious situations that are much to the detriment of the board, the staff and the organization. The Guidelines can be used as for an evaluation of the current practices within an organization and as a means for generating future change. IMPORTANT ASSUMPTIONS I. A non-profit organization belongs to, is the responsibility of, with legal requirements, the Board of Directors not the Executive Director and/or staff. All fiscal oversight, fiscal liability and the overall well-being of a non-profit is placed in the hands of the Board by its charter, bylaws and other legal documents. II. No individual board member or officer has the authority to act on behalf of the Board of Directors in any matter concerning the organization or in any manner in regard to any staff member unless given the authority by the entire board. An Executive Committee can assume the powers of the Board if given that authority by the by-laws or by a resolution passed by the Board. III. The Board of Directors has the authority to hire and dismiss the chief executive. This authority may be delegated to an Executive Committee, but final decisions must be made by the Board of Directors. However the hiring of other staff is the responsibility of the Chief Executive and should never be interfered with in that capacity by the board. A personnel committee of the board may review those decisions. IV. Decisions about the programs of the organization should be developed by staff, but approved by the Board of Directors - perhaps by a Board committee. V. Fiscal overview and annual audits should be provided by the Board with the assistance of the Executive Director and appropriate staff.

3 BOARD RESPONSIBILITY/AUTHORITY * The board of directors are selected and elected to serve the organization according to the procedures set forth in the By-Laws, with particular care in regard to officers, length of term and responsibilities. Any board of a non-profit agency is financially and morally responsible for carrying out the mission and the goals of that agency. * Each Board member should be expected to commit their time, talent and financial resources to the organization, and to serve for no compensation or financial gain. * The chief executive is hired by the board and serves at the pleasure of the board. He or she should be adequately compensated for the completion of the responsibilities determined by the Board of Directors, with the involvement and consent of the chief executive. * An annual review or evaluation of the chief executive by the board should be implemented that is fair, but honest. Similar evaluations of other staff and faculty should be completed annually by the chief executive. * Other staff members and faculty are hired and fired by the chief executive.

4 2. FINANCES * The board of directors is fiscally responsible for the organization s well-being and existence. Therefore, it is their role to provide the money (including their own), oversee the fiscal management and represent the organization to the community in regard to its financial status and organizational needs. * The Board is responsible for developing, with staff assistance, appropriate financial goals and implementation strategies for fund raising campaigns and/or events, and fully participate in all campaigns (with a Development Committee). * The Board should play a central role in the preparation and subsequent approval of an Annual Budget that is used as the basis for all financial determination for both income and expense items (with a Finance Committee). * The staff is responsible for the day-to-day financial management, as determined by the Annual Budget. They should prepare and submit an Annual Budget to the Board or appropriate committee of the Board for approval. * The staff should assist with and participate in the planning and implementation of all fund raising efforts with the Board, BUT not assume full or primary responsibility for attaining fund raising goals.

5 3. PROGRAMS * The staff should develop program ideas and processes for implementing programs for board approval, perhaps through a Program Committee or other appropriate structure. * The staff should determine the financial support needed for programs and present needs to Board for approval before their implementation. * The board should review and commit the organization to financing and implementing programs. * The staff should develop plans and implementation strategies for evaluating the effectiveness of programs with Board input. * The staff, with board assistance, should develop appropriate strategies to advertise, promote and create a public awareness of each of the program areas and of the organization as a whole. RELATIONS WITH THE COMMUNITY * The major responsibility for developing and maintaining relationships with the community-at-large rests with the Executive Director and the staff. * The Board of Directors should use their status and contacts in the community to assist the staff with setting up contacts, and when appropriate accompany the staff in meetings with key community officials.

6 4. ROLES AND RESPONSIBILITIES OF BOARD MEMBERS IN FUND RAISING FIRST Make a personal commitment to the goals and objectives of your organization. SECOND Make a personal contribution to the organization commensurate with your ability. THIRD Give leadership and time to the organization and the fund raising efforts. FOURTH Seek out and cultivate prospective donors. FIFTH Use your knowledge, understanding and personal networks to spread the word about the organization. SIXTH Establish a strong Development Committee, chaired by a dedicated, influential board member. SEVENTH Plan, develop and implement an Annual Campaign, special events and other fund raising activities. EIGHTH Monitor progress and effectiveness of the development effort, making changes, if necessary.

7 5. WHAT BOARD MEMBERS NEED TO KNOW TO ASK OTHERS FOR MONEY After Board Members have fully understood the Eight Roles and Responsibilities for fund raising, it is important that they be familiar with the answers (usually contained in prepared documents) to the following questions before soliciting: 1. How much money is going to be raised? and by when? and from whom? 2. How will the money be spent? what will it accomplish for the organization? for the community? 3. Why is your organization as deserving of support as others in your community? 4. What is the current financial condition of the organization? 5. What are the long-range (or short-range) plans for the organization? 6. What do you know about the giving record, the interests of the prospect (individual, corporation or foundation)? 7. Who has previously given and how much have others given in the past and during the current campaign?

8 6. SOME ADDITIONAL THOUGHTS ABOUT FUND RAISING The following concepts about fund raising should considered by the organization before developing a Development Plan: 1. People give to people who believe in the cause or the organization s track record in accomplishing the cause. If the solicitor has a personal belief in the organization, getting a commitment for support is much more successful. 2. A solicitor must be a giver first, before they ask others to do the same. 3. People give money to an organization because they are asked. Those who might give may be interested in giving, but often are not approached because they are considered to be too difficult to approach or have never given previously. 4. The largest donor should play a role in the campaign leadership. Although they may be reluctant to serve, they should be asked. 5. The largest 25% of the givers usually produce 80% of the gifts. Although it usually takes much longer to negotiate larger gifts - more personal contact, more follow-up and good answers to difficult questions about giving to your organization - they provide lead gifts or challenge gifts to be an incentive for obtaining other smaller gifts. 6. It is critical that the needs of the organization are translated into opportunities for the donor with care to design the opportunities in such a way to encourage and convince donors to invest in you cause. They are constantly besieged by requests from many, many others in the community for their support. 7. Begging for support because your organization is in financial difficulty is a sure way to get turned down.

9 7. For Information On Workshops In Non-Profit Management and Governance Non-Profit Governance - designed for Board members of non-profit organizations (executive staff also invited) that relates to (1) the structure, purposes and duties of the Board of Directors/Trustees; (2) fund raising roles; (3) fiscal oversight; (4) strategic planning; (4) hiring and dismissal of the chief executive; and (5) the role of volunteers and advisory boards. Non-Profit Management - for chief executives and staff members (Board members are also invited) that includes (1) fiscal management; (2) fund raising; (3) marketing and promotion; (4) program development and evaluation; (5) employee relations and benefits; (6) hiring and dismissal of employees; (7) relations with the Board and the community; (8) managing volunteers and advisors. Provided By Gene C. Wenner, President Contact Arts & Education Consultants, Inc. P. O. Box 4863, Pittsfield, MA (413) (Telephone and Fax) AECWENN@concentric.net

10 Conn. General Statutes section General standards for directors A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation. In discharging his duties a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person s professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence. A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by the above unwarranted.

11 TEN SIGNS OF A BOARD HEADED FOR TROUBLE In No Particular Order of Importance Members not trained in how to be a board member No clear job description / delineation of responsibilities Viewed as social position Executive Director dominates sits on board controls flow of information greatly influences board membership poor board / Exec. Communication Little regard for conflicts of interest Poor attendance at board & committee meetings Inadequate minutes No regular treasurer s report Members do not see or read audited financials and discuss with auditor. (also IRS return) Inattentive to adequacy of internal controls

12 FIDUCIARY RESPONSIBILITY AND BEING A GOOD BOARD MEMBER A Presentation to the Connecticut AIDS Residence Coalition January 8, 1997 John D. Shulansky Shulansky and Company, Inc. Governance and Management Consultants P.O. Box West Hartford, Connecticut x210 ~ ~ governce@cris.com

13 FIDUCIARY RESPONSIBILITY AND BEING A GOOD BOARD MEMBER fiduciary, is from the Latin, fides, meaning trust, from which arise a host of words in common use today, including fidelity, affiance, finance, faithful, and affidavit. To Whom is a Nonprofit Board Responsible? A for-profit corporation is responsible to the shareholders -- the owners of the enterprise. Who owns a nonprofit? The people of the State in which it is Incorporated. Therefore, a nonprofit is principally responsible to the State Attorney General. Fiduciary Responsibility has no real meaning in a legal context in connection with board service. When individuals speak in terms of the fiduciary duties of a board member, they generally are referring to the only two specific legal responsibilities of the position: The Duty of Care and The Duty of Loyalty.

14 THE DUTY OF CARE A member of a governing board shall act in good faith and with the care of an ordinary prudent person who, in a like position and under similar circumstances, reasonably believes that actions are taken in the best interests of the Corporation. DUTY OF CARE embraces seven specific principles of action or concepts for consideration: 1. Good faith - meaning to act honestly; not to act, or cause the Corporation to act in an unlawful way. Any reliance by a governing board member upon information that is known or likely to be untrue is not acting in good faith. 2. Care - implies a need to pay attention and act diligently and reasonably. 3. Ordinary prudent person - common sense, practical wisdom and informed judgment shall be used in the course of making decisions. 4. In a like position - a diversity of opinion may be reflective of the background and qualifications of individual board members, and the size, complexity and location of the Corporation. 5. Under similar circumstances - presumes that factual situations may differ, so the nature and extent of oversight of issues vary among Corporations. 6. Reasonably believes - the standard of conduct and analysis is objective rather than subjective. 7. Best interest of the Corporation - that in consideration of all issues, the primary allegiance of a board member is to the Corporation. THE BUSINESS JUDGMENT RULE 1 Where a corporate action has proven to be unwise or unsuccessful, a board member will be protected from liability if they acted in good faith and in a manner reasonably believed to be in the organization s best interest, and with independent and informed judgment. 1 Does not apply to breaches of duty, including criminal activity, fraud, bad faith, and misconduct.

15 DUTY OF LOYALTY DUTY OF LOYALTY requires that board members use their powers solely in the interests of the Corporation, and not in the interest of another entity or person, including him or herself and family. Conflict of Interest Board members of a nonprofit organization may have interests that are in conflict with those of the corporation. The Duty of Loyalty demands that a board member is conscious of the possibility of these conflicts and acts promptly, openly, and responsibly in these situations. There is nothing inherently wrong or illegal with conflicts of interest. They should not become an issue of the integrity of a board or its members. The manner in which the board deals with a disclosed conflict determines the propriety and virtue of the board. The primary responsibility for adherence to the Duty of Loyalty is with individual board members. They must be sensitive to their personal interests. The moment a discussion or presentation is being considered by a board, committee or meeting of any kind it is incumbent on a board member to disclose the conflict. The guideline for disclosure is simple: the appearance or perception of a conflict of interest is just as important as a clear conflict. If you are in a gray area, disclosure is the only course of action. In many nonprofits, certain board members are on the board because of their position or affiliation with a particular group or organization. Even though they may have some obligation to represent the opinions of this group, the best interests of the organization must be superior to any other interest. This is known as Duality of Interest.

16 Corporate Opportunity One of the most difficult and perplexing aspects of the duty of loyalty is the notion of corporate opportunity. This principle prescribes that a board member has an obligation to make an opportunity available first to the organization on whose board he or she serves, when becoming aware of an opportunity or event that could directly or indirectly benefit the organization. The challenge for a board member is to identify whether the situation must be first offered to the organization. This can depend on a number of conditions: The significance of the opportunity to the organization and the degree of interest of the organization in the opportunity; The relation of the opportunity to the existing or planned business of the organization; The particulars surrounding the way the board member became aware of the opportunity; and The presumption of an expectation that the board member should make the opportunity available to the corporation. As a rule, a member of a board should make a full disclosure to the board and request advance approval to pursue a business or personal opportunity that has the potential to be perceived as having some relation to the organization. In the alternative, a board member should seek independent legal counsel before entering into any business relationship that could be perceived as opportunistic. Confidentiality Board members are privy to sensitive issues and financial information. Any comment can be damaging, even off the record. Until there is general public disclosure of a matter discussed by a governing board, a member should always treat information and discussion from the boardroom in strict confidence. If you are in the minority on a particular issue, the board is a single entity and you are responsible for supporting the decision of the majority. This is a part of one s duty of loyalty to the organization and fellow board members.

SEMPRA ENERGY. Corporate Governance Guidelines. As adopted by the Board of Directors of Sempra Energy and amended through December 15, 2017

SEMPRA ENERGY. Corporate Governance Guidelines. As adopted by the Board of Directors of Sempra Energy and amended through December 15, 2017 SEMPRA ENERGY Corporate Governance Guidelines As adopted by the Board of Directors of Sempra Energy and amended through December 15, 2017 I Role of the Board and Management 1.1 Board Oversight Sempra Energy

More information

OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES

OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES OPTINOSE, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of OptiNose, Inc. (the Company ) has adopted these Corporate Governance Guidelines (these Guidelines ) to assist the Board

More information

DIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines

DIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines Revised 19 October 2009 DIAMOND OFFSHORE DRILLING, INC. Corporate Governance Guidelines Introduction The following Corporate Governance Guidelines ( Guidelines ) have been adopted by the Board of Directors

More information

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company

More information

MALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES

MALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES MALIBU BOATS, INC. CORPORATE GOVERNANCE PRINCIPLES The Board of Directors (the Board ) of Malibu Boats, Inc. (the Company ) has adopted the following principles of corporate governance ( Principles ).

More information

EKSO BIONICS HOLDINGS, INC. Corporate Governance Guidelines

EKSO BIONICS HOLDINGS, INC. Corporate Governance Guidelines EKSO BIONICS HOLDINGS, INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Ekso Bionics Holdings, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the

More information

GOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS

GOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS GOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS TABLE OF CONTENTS Title Page 1. History 3 2. Foreword 4 3. Mission and Vision Statement 5 4. Board Membership 5 Size of Board Mix

More information

SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE

SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE SHAW COMMUNICATIONS INC. BOARD OF DIRECTORS MANDATE This Mandate of the Board of Directors (the Board ) of Shaw Communications Inc. (the Corporation ) was adopted October 23, 2014. I. Mandate The Board

More information

Corporate Governance Principles. As Amended June 7, 2017

Corporate Governance Principles. As Amended June 7, 2017 Corporate Governance Principles As Amended June 7, 2017 These Corporate Governance Principles have been adopted by the Board of Directors of ABM Industries Incorporated ( ABM or the Company ). The principles,

More information

SIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES. (As adopted by the Board of Directors effective as of June 2012)

SIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES. (As adopted by the Board of Directors effective as of June 2012) SIGMA DESIGNS, INC. CORPORATE GOVERNANCE GUIDELINES (As adopted by the Board of Directors effective as of June 2012) A. The Roles of the Board of Directors and Management 1. The Board of Directors The

More information

AK Steel Corporate Governance Guidelines

AK Steel Corporate Governance Guidelines A AK Steel Corporate Governance Guidelines I. Introduction and Statement of Purpose The Board of Directors of AK Steel Holding Corporation (with AK Steel Corporation, collectively referred to herein as

More information

BOARD OF DIRECTORS CHARTER AMENDED MARCH 2016

BOARD OF DIRECTORS CHARTER AMENDED MARCH 2016 BOARD OF DIRECTORS CHARTER AMENDED MARCH 2016 BOARD OF DIRECTORS CHARTER OF WSP GLOBAL INC. (THE "CORPORATION") AMENDED MARCH 2016 A. PURPOSE The role of the board of directors of the Corporation (the

More information

APOGEE ENTERPRISES, INC. CORPORATE GOVERNANCE GUIDELINES

APOGEE ENTERPRISES, INC. CORPORATE GOVERNANCE GUIDELINES APOGEE ENTERPRISES, INC. CORPORATE GOVERNANCE GUIDELINES The business of Apogee Enterprises, Inc. ( Apogee or the Company ) is managed under the direction of the Company s Board of Directors ( Board ).

More information

AUTODESK, INC. CORPORATE GOVERNANCE GUIDELINES. Adopted December 15, Most Recently Amended December 15, 2016

AUTODESK, INC. CORPORATE GOVERNANCE GUIDELINES. Adopted December 15, Most Recently Amended December 15, 2016 AUTODESK, INC. CORPORATE GOVERNANCE GUIDELINES Adopted December 15, 1995 Most Recently Amended December 15, 2016 These guidelines and principles have been adopted by the Board of Directors (the Board )

More information

NEW YORK LIFE INSURANCE COMPANY AUDIT COMMITTEE MISSION STATEMENT

NEW YORK LIFE INSURANCE COMPANY AUDIT COMMITTEE MISSION STATEMENT NEW YORK LIFE INSURANCE COMPANY AUDIT COMMITTEE MISSION STATEMENT I. MISSION AND FUNCTION OF THE AUDIT COMMITTEE A. The mission of the Audit Committee is to assist the Board of Directors (the Board of

More information

CHARTER OF THE AUDIT COMMITTEE NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE MUTUAL FIRE INSURANCE COMPANY NATIONWIDE CORPORATION

CHARTER OF THE AUDIT COMMITTEE NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE MUTUAL FIRE INSURANCE COMPANY NATIONWIDE CORPORATION CHARTER OF THE AUDIT COMMITTEE NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE MUTUAL FIRE INSURANCE COMPANY NATIONWIDE CORPORATION ESTABLISHMENT The Audit Committees are committees of the Board of Directors

More information

AT&T INC. CORPORATE GOVERNANCE GUIDELINES

AT&T INC. CORPORATE GOVERNANCE GUIDELINES AT&T INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors of AT&T Inc. ("AT&T") acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted the following

More information

EASTMAN CHEMICAL COMPANY. Corporate Governance Guidelines

EASTMAN CHEMICAL COMPANY. Corporate Governance Guidelines I. Role of the Board of Directors EASTMAN CHEMICAL COMPANY Corporate Governance Guidelines The Board of Directors is elected by the stockholders to oversee management and to assure that the long-term interests

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER - 1 - AUDIT COMMITTEE CHARTER I. ROLE AND OBJECTIVES The Audit Committee is a committee of the Board of Directors (the "Board") of Pembina Pipeline Corporation (the "Corporation") to which the Board has

More information

Lincoln National Corporation Board of Directors Corporate Governance Guidelines

Lincoln National Corporation Board of Directors Corporate Governance Guidelines Lincoln National Corporation Board of Directors Corporate Governance Guidelines I. Introduction The Board of Directors of Lincoln National Corporation (the Corporation or LNC ), acting on the recommendation

More information

Allergan plc Board of Directors Corporate Governance Guidelines

Allergan plc Board of Directors Corporate Governance Guidelines Allergan plc Board of Directors Corporate Governance Guidelines I. Roles and Responsibilities of the Board of Directors The Board of Directors (the Board ), elected by the shareholders, is the ultimate

More information

BOARD OF DIRECTORS CHARTER

BOARD OF DIRECTORS CHARTER BOARD OF DIRECTORS CHARTER January 1, 2018 CAN_DMS: \106676478\23 BOARD OF DIRECTORS CHARTER Introduction The Board of Directors (the Board ) of Nutrien Ltd. (the Corporation ) is responsible for the stewardship

More information

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling

More information

2017 NBC Board of Trustees Information and Application

2017 NBC Board of Trustees Information and Application 2017 NBC Board of Trustees Information and Application The National Board for Certification in Dental Laboratory Technology (NBC) is seeking individuals to fill open seats on the 2017 NBC Board of Trustees.

More information

CRESCENT CAPITAL BDC, INC. AUDIT COMMITTEE CHARTER

CRESCENT CAPITAL BDC, INC. AUDIT COMMITTEE CHARTER CRESCENT CAPITAL BDC, INC. AUDIT COMMITTEE CHARTER I. Purpose The audit committee (the Audit Committee ) of Crescent Capital BDC, Inc., a Delaware corporation (the Company ), is appointed by the board

More information

CANADIAN SOLAR INC. Corporate Governance Guidelines

CANADIAN SOLAR INC. Corporate Governance Guidelines CANADIAN SOLAR INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Canadian Solar Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )

More information

TITLE 21 - AUDIT. Chapter 01. Audit Committee Chair... 2

TITLE 21 - AUDIT. Chapter 01. Audit Committee Chair... 2 TITLE 21 - AUDIT Chapter 01. Audit Committee Chair... 2 Sec. 21.01.001 Purpose... 2 Sec. 21.01.002 Authority... 2 Sec. 21.01.003 Membership... 2 Sec. 21.01.004 Meetings... 3 Sec. 21.01.005 Responsibilities

More information

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS UGI CORPORATION

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS UGI CORPORATION CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF UGI CORPORATION Introduction The reputation for integrity of UGI Corporation (the Company ) is a valuable asset that is vital

More information

GAP INC. AUDIT AND FINANCE COMMITTEE CHARTER February 23, 2016

GAP INC. AUDIT AND FINANCE COMMITTEE CHARTER February 23, 2016 GAP INC. AUDIT AND FINANCE COMMITTEE CHARTER February 23, 2016 The Audit and Finance Committee of the board of directors assists the board in fulfilling its oversight responsibilities relating to the integrity

More information

1. Number. Except as otherwise permitted by the applicable NASDAQ rules, the Audit Committee shall consist of at least three members of the Board.

1. Number. Except as otherwise permitted by the applicable NASDAQ rules, the Audit Committee shall consist of at least three members of the Board. SELECTA BIOSCIENCES, INC. AUDIT COMMITTEE CHARTER A. PURPOSE The purpose of the Audit Committee of the Board of Directors (the Board ) of Selecta Biosciences, Inc. (the Company ) is to assist the Board

More information

Canadian Ski Instructors Alliance Conflict of Interest Policy TABLE OF CONTENTS

Canadian Ski Instructors Alliance Conflict of Interest Policy TABLE OF CONTENTS Canadian Ski Instructors Alliance Conflict of Interest Policy Applicable to: CSIA National Board Directors; the CSIA Regional Boards Directors; CSIA Managing Director and Staff; CSIA Contractors and Sub-

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MULESOFT, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MULESOFT, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MULESOFT, INC. (Adopted on January 18, 2017; Effective upon the effectiveness of the registration statement relating to the Company s initial

More information

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The following guidelines (the "Guidelines") have been developed and adopted by the Board of Directors (the "Board") of Seaspan Corporation (the "Corporation"), and together

More information

DOMINO S PIZZA, INC. Corporate Governance Principles

DOMINO S PIZZA, INC. Corporate Governance Principles DOMINO S PIZZA, INC. Corporate Governance Principles One of Domino s guiding principles is We demand integrity. Domino s success is driven by its strong commitment to personal and professional integrity.

More information

HARRIS CORPORATION CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

HARRIS CORPORATION CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS HARRIS CORPORATION CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS I. INTRODUCTION. The Board of Directors (the Board ) of Harris Corporation (the Corporation ), acting on the recommendation

More information

SERBA DINAMIK GROUP BERHAD INTERNAL AUDIT CHARTER

SERBA DINAMIK GROUP BERHAD INTERNAL AUDIT CHARTER SERBA DINAMIK GROUP BERHAD INTERNAL AUDIT CHARTER 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) CONTENT ILLUSTRATION INTRODUCTION & PURPOSE OF THE INTERNAL AUDIT CHARTER INTERPRETATION OBJECTIVES MISSION

More information

THOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER

THOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER THOMSON REUTERS CORPORATE GOVERNANCE COMMITTEE CHARTER ADOPTED EFFECTIVE MARCH 1, 2017 TABLE OF CONTENTS 1. PURPOSE... 1 2. MEMBERS... 1 3. RESPONSIBILITIES... 1 4. REPORTING... 5 5. REVIEW... 6 6. ASSESSMENT...

More information

Board Recruitment For Nonprofit Organizations A Sample Handbook

Board Recruitment For Nonprofit Organizations A Sample Handbook Board Recruitment For Nonprofit Organizations A Sample Handbook 2012 INTRODUCTION A well-functioning Board of Directors is essential for nonprofit organizations not only to meet legal requirements, but

More information

The ADT Corporation. Board Governance Principles. December 2013

The ADT Corporation. Board Governance Principles. December 2013 The ADT Corporation Board Governance Principles December 2013 TABLE OF CONTENTS ADT VISION AND VALUES... 3 ADT Vision: Why We Exist and the Essence of Our Business... 3 ADT Values: What Matters Most at

More information

KELLY M. JOLLEY THE TOP 15 NON-PROFIT BOARD GOVERNANCE MISTAKES & 5 WAYS TO FIX YOUR

KELLY M. JOLLEY THE TOP 15 NON-PROFIT BOARD GOVERNANCE MISTAKES & 5 WAYS TO FIX YOUR KELLY M. JOLLEY THE TOP 15 NON-PROFIT BOARD GOVERNANCE MISTAKES & 5 WAYS TO FIX YOUR INTRODUCTION THE MISTAKES THE FIXES YOUR QUESTIONS AGENDA THE IMPORTANT WORK OF MOVING THE WORLD FORWARD DOES NOT WAIT

More information

BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES

BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES BOARD GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES Management and the Board of Directors ( Board ) of Nabors Industries Ltd. (the Company ) are committed to conducting business consistent with

More information

CANADIAN PACIFIC RAILWAY LIMITED AND CANADIAN PACIFIC RAILWAY COMPANY BOARD OF DIRECTORS TERMS OF REFERENCE

CANADIAN PACIFIC RAILWAY LIMITED AND CANADIAN PACIFIC RAILWAY COMPANY BOARD OF DIRECTORS TERMS OF REFERENCE CANADIAN PACIFIC RAILWAY LIMITED AND CANADIAN PACIFIC RAILWAY COMPANY BOARD OF DIRECTORS TERMS OF REFERENCE The Term "Corporation" herein shall refer to each of Canadian Pacific Railway Limited ("CPRL")

More information

PPG INDUSTRIES, INC. AUDIT COMMITTEE CHARTER

PPG INDUSTRIES, INC. AUDIT COMMITTEE CHARTER PPG INDUSTRIES, INC. AUDIT COMMITTEE CHARTER Last revised September 21, 2017 Audit Committee Composition The Audit Committee (the Committee ) shall be appointed by the Board of Directors of the Company

More information

A. Independence/Composition. The Committee shall be comprised of not less than three members. The members of the Committee:

A. Independence/Composition. The Committee shall be comprised of not less than three members. The members of the Committee: SPARTAN MOTORS, INC. AUDIT COMMITTEE CHARTER Updated February 17, 2016 This Charter governs the organization and operation of the Audit Committee of the Board of Directors of (the Company ) and has been

More information

This Audit Committee Charter (this Charter ) has been adopted by the Board of Directors (the Board ) of McGraw-Hill Education, Inc.

This Audit Committee Charter (this Charter ) has been adopted by the Board of Directors (the Board ) of McGraw-Hill Education, Inc. MCGRAW-HILL EDUCATION, INC. AUDIT COMMITTEE CHARTER November 25, 2014 This Audit Committee Charter (this Charter ) has been adopted by the Board of Directors (the Board ) of McGraw-Hill Education, Inc.

More information

Sample Conflict of Interest Policies from the Council

Sample Conflict of Interest Policies from the Council Sample Conflict of Interest Policies from the Council Sample One: For Staff and Board Code of Conduct I. Introduction The Foundation is a publicly supported charitable foundation serving the communities

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Amended and Restated as of February 2018 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation

More information

Audit Committee Charter

Audit Committee Charter Audit Committee Charter Organization (Adopted and Effective as of November 8, 2008) There shall be a committee of the Board of Directors of Redwood Trust, Inc. (Redwood) to be known as the Audit Committee.

More information

Criteria For Selecting Members Of The Board Of Directors

Criteria For Selecting Members Of The Board Of Directors PRECISION CASTPARTS CORP. Corporate Governance Guidelines I. Director Qualifications Criteria For Selecting Members Of The Board Of Directors The Board of Directors (the "Board") of Precision Castparts

More information

Adopted June 22, 2017

Adopted June 22, 2017 BOARD GOVERNANCE GUIDELINES for SLM CORPORATION The directors of SLM Corporation (the Corporation ) share a strong commitment to principles of accountability to shareholders. The Board recognizes the importance

More information

Revised: 17 January Governance Policy

Revised: 17 January Governance Policy Revised: 17 January 2017 Governance Policy Contents Part I Governance Guidelines... 4 1. Public Policy Context... 4 2. The Meredith Principles... 4 3. WCB Structure... 5 4. Governance Framework... 6 5.

More information

NORFOLK SOUTHERN CORPORATION. Committee s Role and Purpose

NORFOLK SOUTHERN CORPORATION. Committee s Role and Purpose CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS NORFOLK SOUTHERN CORPORATION Committee s Role and Purpose The Audit Committee (Committee) is a standing committee, the chair and members of which

More information

NEWMARK GROUP, INC. AUDIT COMMITTEE CHARTER. (as of December 2017)

NEWMARK GROUP, INC. AUDIT COMMITTEE CHARTER. (as of December 2017) NEWMARK GROUP, INC. AUDIT COMMITTEE CHARTER (as of December 2017) Purpose The Audit Committee of Newmark Group, Inc. (the Company ) is appointed by the Board of Directors of the Company (the Board ) to

More information

MISSION STATEMENT. Board Mission Statement and Charter February DTCC Public (White)

MISSION STATEMENT. Board Mission Statement and Charter February DTCC Public (White) THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION THE DEPOSITORY TRUST COMPANY FIXED INCOME CLEARING CORPORATION AND NATIONAL SECURITIES CLEARING CORPORATION MISSION STATEMENT The Boards

More information

MINDEN BANCORP, INC. AUDIT COMMITTEE CHARTER

MINDEN BANCORP, INC. AUDIT COMMITTEE CHARTER MINDEN BANCORP, INC. AUDIT COMMITTEE CHARTER Purpose The Audit Committee (the Committee ) of Minden Bancorp, Inc. (the Company ) is appointed by the Board of Directors to assist the Board in fulfilling

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (As amended and restated on November 30, 2016.) The responsibilities of the Board of Directors of The Walt Disney Company

More information

IoD Code of Practice for Directors

IoD Code of Practice for Directors The Four Pillars of Governance Best Practice Institute of Directors in New Zealand (Inc). IoD Code of Practice for Directors This Code provides guidance to directors to assist them in carrying out their

More information

COLGATE-PALMOLIVE COMPANY AUDIT COMMITTEE CHARTER

COLGATE-PALMOLIVE COMPANY AUDIT COMMITTEE CHARTER March 9, 2006 COLGATE-PALMOLIVE COMPANY AUDIT COMMITTEE CHARTER Purpose There shall be an Audit Committee (the Committee ) which will assist the Board of Directors in its oversight regarding: (1) the integrity

More information

Audit Committee of the Board of Directors Charter CNL HEALTHCARE PROPERTIES II, INC.

Audit Committee of the Board of Directors Charter CNL HEALTHCARE PROPERTIES II, INC. Audit Committee of the Board of Directors Charter CNL HEALTHCARE PROPERTIES II, INC. [Insert CNL logo] PURPOSE The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors

More information

AUDIT COMMITTEE. each member must be financially literate (as determined by the Board);

AUDIT COMMITTEE. each member must be financially literate (as determined by the Board); AUDIT COMMITTEE 1. Membership and Quorum a minimum of five directors appointed by the Board, one of whom must be the chair of the HR and Compensation Committee; only Independent directors, as determined

More information

DATATRAK INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. (As Adopted on April 20, 2004)

DATATRAK INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. (As Adopted on April 20, 2004) DATATRAK INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER (As Adopted on April 20, 2004) The Board of Directors (the Board ) of DATATRAK International, Inc. (the Company ) has constituted and established an

More information

CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES

CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES CPI CARD GROUP INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of CPI Card Group Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines )

More information

New York-New Jersey Trail Conference Board of Directors - Functions Approved by the Board March 23, 2004

New York-New Jersey Trail Conference Board of Directors - Functions Approved by the Board March 23, 2004 New York-New Jersey Trail Conference Board of Directors - Functions Approved by the Board March 23, 2004 The Board of Directors is the governing body of the New York-New Jersey Trail Conference (Trail

More information

II-VI INCORPORATED CORPORATE GOVERNANCE GUIDELINES

II-VI INCORPORATED CORPORATE GOVERNANCE GUIDELINES II-VI INCORPORATED CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors of II-VI Incorporated ( II-VI or the Company

More information

PUBLIC AUTHORITY BOARD MEMBER DUTIES Anita Laremont, SVP - Legal & General Counsel Empire State Development Corporation December 2005

PUBLIC AUTHORITY BOARD MEMBER DUTIES Anita Laremont, SVP - Legal & General Counsel Empire State Development Corporation December 2005 PUBLIC AUTHORITY BOARD MEMBER DUTIES Anita Laremont, SVP - Legal & General Counsel Empire State Development Corporation December 2005 I. The duties and legal responsibilities of board of director members

More information

SunTrust Banks, Inc. Corporate Governance Guidelines. General Principles

SunTrust Banks, Inc. Corporate Governance Guidelines. General Principles SunTrust Banks, Inc. Corporate Governance Guidelines SunTrust, through its Board of Directors and management, has long sought to meet the highest standards of corporate governance. These Guidelines are

More information

Audit Committee Charter Amended September 3, Tyco International plc

Audit Committee Charter Amended September 3, Tyco International plc Audit Committee Charter Amended September 3, 2015 Tyco International plc Page 1 Purpose The Audit Committee is appointed by the board to assist the board in monitoring: a. The integrity of the financial

More information

AUDIT COMMITTEE CHARTER (updated as of August 2016)

AUDIT COMMITTEE CHARTER (updated as of August 2016) I. Purpose and Authority AUDIT COMMITTEE CHARTER (updated as of August 2016) The Board of Directors (the Board ) of News Corporation (the Company ) has established an Audit Committee (the Audit Committee

More information

Code of Ethics. For Officers, Employees and Representatives of the. NEW YORK CITY and VICINITY DISTRICT COUNCIL. of CARPENTERS

Code of Ethics. For Officers, Employees and Representatives of the. NEW YORK CITY and VICINITY DISTRICT COUNCIL. of CARPENTERS Code of Ethics For Officers, Employees and Representatives of the NEW YORK CITY and VICINITY DISTRICT COUNCIL of CARPENTERS 395 Hudson Street New York, New York Telephone: (212) 366-7300 Effective: July

More information

GRANITE CONSTRUCTION INCORPORATED AUDIT/COMPLIANCE COMMITTEE CHARTER

GRANITE CONSTRUCTION INCORPORATED AUDIT/COMPLIANCE COMMITTEE CHARTER GRANITE CONSTRUCTION INCORPORATED AUDIT/COMPLIANCE COMMITTEE CHARTER Purpose The Audit/Compliance Committee ( Committee ) is appointed by the Board of Directors and its purpose is to assist the Board in

More information

AUDIT COMMITTEE CHARTER REINSURANCE GROUP OF AMERICA, INCORPORATED. the audits of the Company s financial statements;

AUDIT COMMITTEE CHARTER REINSURANCE GROUP OF AMERICA, INCORPORATED. the audits of the Company s financial statements; AUDIT COMMITTEE CHARTER REINSURANCE GROUP OF AMERICA, INCORPORATED I. Role of the Committee The Audit Committee (the Committee ) of the Reinsurance Group of America, Incorporated (the Company ) Board of

More information

W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES

W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES W. R. GRACE & CO. CORPORATE GOVERNANCE PRINCIPLES The primary responsibility of the directors of W. R. Grace & Co. is to exercise their business judgment to act in what they reasonably believe to be in

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Audit Committee CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of TechnipFMC plc (the Company

More information

FIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER

FIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER FIAT CHRYSLER AUTOMOBILES N.V. AUDIT COMMITTEE CHARTER For so long as shares of Fiat Chrysler Automobiles N.V. (the Company ) are listed on the New York Stock Exchange ( NYSE ), the rules of the NYSE and

More information

Audit Committee Member Roles and Responsibilities

Audit Committee Member Roles and Responsibilities PURPOSE OF THIS TOOL: The following information illustrates how the audit committee might be structured and assigns roles and responsibilities between the audit committee and finance committee. Not-for-profits

More information

NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES

NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES NATIONAL VISION HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the Board ) of National Vision Holdings, Inc. (the Company ) has adopted these corporate governance guidelines

More information

CODE OF ETHICS AND PROFESSIONAL CONDUCT

CODE OF ETHICS AND PROFESSIONAL CONDUCT CODE OF ETHICS AND PROFESSIONAL CONDUCT Preamble Members of The American Institute of Architects are dedicated to the highest standards of professionalism, integrity, and competence. This Code of Ethics

More information

H.E.S.T. Australia Limited. (as Trustee for the Health Employees Superannuation Trust Australia) Governance Disclosures

H.E.S.T. Australia Limited. (as Trustee for the Health Employees Superannuation Trust Australia) Governance Disclosures H.E.S.T. Australia Limited (as Trustee for the Health Employees Superannuation Trust Australia) Governance Disclosures April 2016 Page 2 of 20 Contents 1. Overview... 4 2. Board Charter... 4 2.1 Introduction...

More information

Guide for Charity Board Members

Guide for Charity Board Members Guide for Charity Board Members 1 Dear Nonprofit Leader, Charities greatly enhance the quality of life for Ohioans through the dedicated involvement of staff, volunteers and donors. However, these organizations

More information

SOUTH DAKOTA BOARD OF REGENTS. Policy Manual

SOUTH DAKOTA BOARD OF REGENTS. Policy Manual SUBJECT: Conflict of Interest NUMBER: 4:35 SOUTH DAKOTA BOARD OF REGENTS Policy Manual 1. Persons employed full-time by the South Dakota Board of Regents in professional capacities, whether as faculty

More information

MARIANNE E. ROCHE ATTORNEY AT LAW

MARIANNE E. ROCHE ATTORNEY AT LAW CORPORATE GOVERNANCE FOR FINANCIAL INSTITUTION DIRECTORS Prepared and presented by: MARIANNE E. ROCHE ATTORNEY AT LAW SILVER, FREEDMAN & TAFF, L.L.P. DIRECT DIAL NUMBER 3299 K STREET, N.W., SUITE 100 (202)

More information

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 3/9/17)

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 3/9/17) The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 3/9/17) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors

More information

Presentation Overview Governance What are boards Why are there boards What do boards do. Keith s Experience. Jim s Experience. Learning and Retention

Presentation Overview Governance What are boards Why are there boards What do boards do. Keith s Experience. Jim s Experience. Learning and Retention James Morton, President, J. Marion Sims Foundation Keith Benson, MHA, Ph.D., Associate Professor Winthrop University Presentation Overview What are boards Why are there boards What do boards do Working

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE Page 1 BOARD OF DIRECTORS MANDATE The Board of Directors of SNC-Lavalin Group Inc. (the Corporation ) supervises the management of the Corporation s business and affairs. 1 Composition. The articles of

More information

CDK GLOBAL, INC. AUDIT COMMITTEE CHARTER Effective January 20, 2016

CDK GLOBAL, INC. AUDIT COMMITTEE CHARTER Effective January 20, 2016 CDK GLOBAL, INC. AUDIT COMMITTEE CHARTER Effective January 20, 2016 I. Purpose The Audit Committee (the Committee ) of the Board of Directors (the Board ) of CDK Global, Inc., a Delaware corporation (the

More information

BOARD CHARTER TOURISM HOLDINGS LIMITED

BOARD CHARTER TOURISM HOLDINGS LIMITED BOARD CHARTER TOURISM HOLDINGS LIMITED INDEX Tourism Holdings Limited ( thl ) - Board Charter 2 1. Governance at thl 2 2. Role of the Board 3 3. Structure of the Board 4 4. Matters Relating to Directors

More information

The Audit Committee of the Supervisory Board of CB&I

The Audit Committee of the Supervisory Board of CB&I The Audit Committee of the Supervisory Board of CB&I General At the Board meeting held in conjunction with the Company's Annual Meeting of Shareholders, and thereafter as necessary, the Board shall appoint

More information

WELLS FARGO & COMPANY AUDIT AND EXAMINATION COMMITTEE CHARTER

WELLS FARGO & COMPANY AUDIT AND EXAMINATION COMMITTEE CHARTER WELLS FARGO & COMPANY AUDIT AND EXAMINATION COMMITTEE CHARTER PURPOSE: The purpose of the Audit and Examination Committee is to assist the Board of Directors in fulfilling its responsibilities to oversee:

More information

Board Charter Z Energy Limited

Board Charter Z Energy Limited Board Charter Z Energy Limited Z Energy Limited ( Z Energy ) is committed to the highest standards of corporate governance. This Board Charter ( Charter ) is the foundation document which sets out the

More information

The Audit and Compliance Committee of Novartis AG

The Audit and Compliance Committee of Novartis AG 18 Charter The Audit and Compliance Committee of Novartis AG Mission Statement The audit and compliance committee (the ACC ) will assist the board of directors of Novartis AG (the Board ) in monitoring

More information

BERMAZ AUTO BERHAD (formerly known as Berjaya Auto Berhad) (Company No M) BOARD CHARTER

BERMAZ AUTO BERHAD (formerly known as Berjaya Auto Berhad) (Company No M) BOARD CHARTER (formerly known as Berjaya Auto Berhad) (Company No. 900557-M) BOARD CHARTER 1. INTRODUCTION The Board of Directors ( the Board ) is responsible for the performance and affairs of the Company and its subsidiaries

More information

BERMUDA MONETARY AUTHORITY

BERMUDA MONETARY AUTHORITY BERMUDA MONETARY AUTHORITY CONSULTATION PAPER CORPORATE GOVERNANCE POLICY TRUST (REGULATION OF TRUST BUSINESS) ACT 2001 INVESTMENT BUSINESS ACT 2003 INVESTMENT FUNDS ACT 2006 DECEMBER 2012 Table of Contents

More information

CISCO SYSTEMS, INC. CORPORATE GOVERNANCE POLICIES

CISCO SYSTEMS, INC. CORPORATE GOVERNANCE POLICIES I. BOARD COMPOSITION CISCO SYSTEMS, INC. CORPORATE GOVERNANCE POLICIES A. Size of the Board. The Company s Bylaws provide that the Board will be not less than 8 nor more than 15 directors. The Board will

More information

OSHKOSH CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER. As Amended as of May 9, 2016

OSHKOSH CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER. As Amended as of May 9, 2016 OSHKOSH CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER As Amended as of May 9, 2016 Purpose The purpose of the Audit Committee of the Board of Directors ( Audit Committee ) shall include assisting

More information

SOUTHERN CROWN RESOURCES LIMITED ACN (Company) CORPORATE GOVERNANCE PLAN

SOUTHERN CROWN RESOURCES LIMITED ACN (Company) CORPORATE GOVERNANCE PLAN SOUTHERN CROWN RESOURCES LIMITED ACN 143 416 531 (Company) CORPORATE GOVERNANCE PLAN TABLE OF CONTENTS SCHEDULE 1 BOARD CHARTER... 1! SCHEDULE 2 CORPORATE CODE OF CONDUCT... 7! SCHEDULE 3 AUDIT AND RISK

More information

INTEL CORPORATION BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES

INTEL CORPORATION BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES INTEL CORPORATION BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES A. BOARD COMPOSITION 1. Board Leadership; Separation of the positions of Chairman and CEO The Board s general

More information

City of Colorado Springs Code of Ethics

City of Colorado Springs Code of Ethics City of Colorado Springs Code of Ethics CITY OF COLORADO SPRINGS, COLORADO CODE OF ETHICS As found in Chapter 1, Article 3 of the City Code 1.3.101: LEGISLATIVE PURPOSE: A. There is hereby adopted by the

More information

Strengthening Control and integrity: A Checklist for government Managers

Strengthening Control and integrity: A Checklist for government Managers Forum: Analytics and Risk Management Tools for Making Better Decisions Strengthening Control and integrity: A Checklist for government Managers By James A. Bailey The next contribution is based on a Center

More information

Estia Health Limited ACN ( Company ) Approved by the Board on 17 November 2014

Estia Health Limited ACN ( Company ) Approved by the Board on 17 November 2014 Board Charter Estia Health Limited ACN 160 986 201 ( Company ) Approved by the Board on 17 November 2014 Board Charter Contents 1 Purpose of this charter 1 2 Role and responsibilities of the Board 1 2.1

More information