Corporate Advisory Division. Board Evaluation. Converting Good Boards into Great Boards
|
|
- Vivien Peters
- 5 years ago
- Views:
Transcription
1 Corporate Advisory Division Board Evaluation Converting Good Boards into Great Boards
2 Board Evaluation Need.. 1 High Performing Boards: Core Corporate Drivers Corporate Boards are expected to be more engaged, knowledgeable, effective, dynamic Boards should also exhibit the responsibility they require from the people who work for them Company works for Market, while Board and Management Team works for Company With massive powers and accountability, Board should provide the Company with heroic performance BOARD EVALUATION has the potential to significantly enhance Board effectiveness and strength
3 Legislative Framework The Companies Act, 01 SEBI (LODR), 01 Chapter IX- Accounts of Companies, Sec 1()(p) and Rule () of Company (Accounts) Rules, 01 : Disclosure of Annual Evaluation in Annual Report Chapter XII- Meeting of Board and its Powers, Sec () : Role of Nomination and Remuneration Committee in Annual Evaluation Schedule IV- Code for Independent Directors Chapter II- Disclosure by Listed Entity, Reg ()(f)(ii)(): Role of Board in Annual Evaluation Chapter IV- Obligations of Listed Entity, Reg (): Evaluation of Independent Directors Chapter IV- Obligations of Listed Entity, Reg (& ): Obligation of Independent Directors Schedule II-Part D (A)(&):Role of NRC in Annual Evaluation Schedule V (C):Disclosure in Corporate Governance Report 1 Provisions on Board Evaluation Click here
4 RAM Responsibility Assignment Matrix Understanding Roles and Responsibilities People - Process - Practice
5 RAM Roles & Responsibilities The Companies Act, 01 SEBI (LODR), 01 Section 1()(p) : 1. Conduct performance evaluation of Committee, Directors and of its own.. Disclosure in Board Report I, the manner & criteria of Board Evaluation (Applicable to all listed companies and public companies with paid-up share capital of Rs. crores or more ) Board Chapter II Reg - Monitor and Review Board of Directors evaluation framework Chapter IV- Reg () - Conduct performance evaluation of Independent Directors 1 Section () Conduct performance evaluation of every Director NRC Chapter IV- Reg 1 ()- Laying down the criteria for evaluation of performance of Directors / Independent Directors / Committees / Board as a whole. (the same to be disclosed in Annual report under Corporate Governance Section) Schedule IV- Code for ID - 1. Review of the performance of Non- Independent Directors, Board, Chairperson. Assess the quality, quantity and timeliness of flow of information between Company management and Board Independent Director Chapter IV- Reg ()- 1. Review of the performance of Non- Independent Directors, Board, Chairperson. Assess the quality, quantity and timeliness of flow of information between Company management and Board
6 1 1 1 Further Aid by SEBI SEBI in order to educate the listed entities and their Board Directors about various aspects involved in Board Evaluation process and to improve the overall performance as well as Corporate Governance standards to benefit all stakeholders has provided with a Guidance Note on Board Evaluation through circular dated January, 0. The Guidance Note covers all major aspects of Board Evaluation including the following: 1. Subject of Evaluation. Process of Evaluation, including laying down objective and criteria of evaluation. Feedback on evaluation. Further Action Plan. Disclosure to Stakeholders. Frequency of Board Evaluation. Responsibility of Board Evaluation. Review of entire evaluation process of 1 1 SEBI s key purpose behind this Guidance Note is to help the listed entities to derive best possible benefit of evaluation process.
7 Circular Issued By SEBI Summary of SEBI Guidance Note on Board Evaluation Dated: January, 0 1
8 Multiple Levels of Evaluation 1 Board as a Whole Directors taken together Committees of the Board Audit Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholder Relationship Committee Any Other Committee Individual Directors & Chairperson Chairperson CEO Independent Directors Non- independent Directors
9 1. Identification of Objectives for evaluation. Laying down the Criteria of Evaluation Process of Evaluation. Feedback on Evaluation. Further Action Plan. Disclosures to Stakeholders. Frequency of Board Evaluation. Responsibility of Evaluation. Periodical Review
10 1 1 1 Identification of Objectives of Evaluation General Objectives Objectives specific for all Board evaluations of the entity. Specific Objectives Objectives specific to the current Board evaluation based on recent events, new issues of concern etc. 1 1
11 Laying down of criteria for Evaluation Structure of Board Board Meetings Indicative Criteria for Board as a whole 1. Competency of Directors. Experience of Directors. Mix of Qualifications. Diversity in Board. Appointment process to Board Board Functions 1. Regularity and frequency. Agenda. Discussions and Dissent. Recording of Minutes. Dissemination of Information. Board and Management Roles & Responsibilities. Strategy, Performance evaluation. Governance & Compliance. Stakeholder Value & Responsibility. Evaluation of Risk. Corporate culture & values 1. Independence of Management. Secretarial & Financial Support. Succession Plan. Professional Development 1 1
12 Committee 1. Mandate and Composition. Committee Effectiveness. Committee structure and Meetings. Committee Independence. Contributions to Board Decisions Indicative Criteria Individual Directors & Chairperson Additional Criteria for Independent Directors 1. Qualifications. Experience. Knowledge and Competency. Fulfillment of functions. Team Work & Integrity. Initiative. Availability and attendance. Commitment & Contribution 1. Independence. Independent views and Judgment 1 1 Additional Criteria for Chairperson 1. Effectiveness of leadership and ability to steer Meetings. Impartiality. Commitment. Ability to keep Stakeholder s interest in mind
13 1 Board Evaluation Methodologies A detailed questionnaire circulated to individual Directors, Committees, Board etc. or Oral assessment provided by person on interview Internal Assessment External Assessment A detailed questionnaire circulated to individual Directors, Committees, Board etc. or Oral assessment provided by person on interview or Combination of both External Assessor shouldn't be a Related Party
14 Orally by Chairperson / external assessor to : 1. Each Member separately. To the entire Board. To the Committees A written assessment to Board, every Member, Committee Feedback The Chairperson has a active role to play in providing feedback to members 1 1
15 Based on analysis of responses, Board may prepare an action plan on : Areas of Improvement including training, skill building etc. as may be required for Board Members Further Action Plan List of actions required detailing: 1. Nature of actions. Timeline. Person responsible foe implementation. Resources required etc Review of actions within specific time period.
16 Further Steps Disclosure Requirements - The manner and criteria of evaluation has to be disclosed to Shareholders as required on SEBI LODR and Companies Act, 01 - Company may voluntarily for more transparency provide results, action plan of evaluation Frequency of Board Evaluation - As per SEBI LODR and Companies Act, 01, the evaluation has to be done once in a year - If the Company so desires, may conduct evaluation more frequently Responsibility - The responsibility differs depending on subject of evaluation as per SEBI LODR or Companies Act, On a global basis, the primary role of steering the whole process of Board Evaluation and ensuing its effectiveness in improving the Board efficiency lie on Chairperson Review Board Evaluation, being a non static process requires periodical review for improvement. - The responsibility of such review lies on board of Directors as per SEBI LODR
17 Our View.. This Guidance Note brings in further clarity for the corporates to understand the modalities and process of Board Evaluation. The concept of Board Evaluation, under a legal framework, yet is at a nascent stage, though there were corporates which practiced evaluation process even before it was mandated under The Companies Act, 01 and SEBI (LODR) Regulations, 01. The SEBI Guidance Note on Board Evaluation helps raise the corporate governance standards and provides structured evaluation process enhancing the performance of the Company as a whole.
18 Effective Board knows the way, goes the way and shows the way!!!! Attributes of Effective Board Grow a leader grow the Organization. A Company cannot grow without until its leaders grow within. - John C. Maxwell 1 1
19 Landline: (0) / Fax: (0) 0 Let s Take It Forward. Corporate Office : Mumbai, Madhava Premises, Bandra Kurla Complex, Bandra (East), Mumbai Other Branch Offices at: Ahmedabad I Jaipur I Jamnagar I Surat Bhopal I Borivali I Kolkata I Pune I Rajkot I Vapi Progress with Values Website: udai.nair@pantomathgroup.com Kanjin.sheth@pantomathgroup.com Online Initiatives: Disclaimer All data and information is provided for informational purposes only and is not intended for any factual use. It should not be considered as binding / statutory provisions. Neither Pantomath Capital Advisors nor any of its group company, directors, or employs shall be liable for any of the data or content provided for any actions taken in reliance thereon.
20 Annexure- A1 : Main Provisions under Companies Act and SEBI LODR for Board Evaluation
21 SEBI Circular dated January, 0
4. Disclosure requirements: भ रत यप रततभ ततऔरव त मयब र ड a. A statement indicating the manner in which formal annual evaluation has been made by the B
Annex A Guidance Note on Board Evaluation A. Background of Board Evaluation in India India has moved recently from a voluntary Board evaluation under Clause 49 of the Listing Agreement (SEBI) and Corporate
More informationBROOKS LABORATORIES LIMITED BOARD PERFORMANCE EVALUATION POLICY
BROOKS LABORATORIES LIMITED BOARD PERFORMANCE EVALUATION POLICY BOARD PERFORMANCE EVALUATION POLICY The following Board Performance Evaluation Policy is for the use to the Board of Directors of Brooks
More informationBOARD EVALUATION POLICY
BOARD EVALUATION POLICY Performance evaluation of Directors and Board as a whole and its Committees to be carried out in the last quarter of every financial year 1. Background: 2. Object: The board of
More informationRemuneration and Nominations Committee Mandate
1. Introduction 1.1 The Remuneration and Nominations Committee (Committee) is constituted as a committee of the board of directors (Board) of Mr Price Group Limited (Company or Group) and as required by
More informationVIKRAM SOLAR LIMITED (Formerly known as Vikram Solar Private Limited)
VIKRAM SOLAR LIMITED (Formerly known as Vikram Solar Private Limited) POLICY ON PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS Applicability of requirements to
More informationAudit and Risk Committee Charter
Audit and Risk Committee Charter Pyrolyx AG (Company) Adopted by the Supervisory Board on 11 July 2017 3403640-v2\SYDDMS Audit and Risk Committee charter Contents 1 Purpose and authority 1 1.1 Purpose...
More informationThe Foschini Group Limited Remuneration Committee Charter
The Foschini Group Limited Remuneration Committee Charter 1 Table of Contents 1. PREAMBLE 3 2. MEMBERSHIP 3 3. TERMS OF REFERENCE AND POWERS 4 4. MEETINGS & PROCEEDINGS 6 5. REPORTING AND ACCOUNTABILITY
More informationBOARD OF DIRECTORS MANDATE
BOARD OF DIRECTORS MANDATE 1. Purpose The Board of Directors (the Board ) is responsible for the stewardship of Painted Pony Energy Ltd. (the Corporation ). It has the duty to oversee the strategic direction
More informationNOMINATION & REMUNERATION POLICY
NOMINATION & REMUNERATION POLICY I. PREAMBLE In accordance with the provisions of the Section 178 of the Companies Act, 2013 read with Rules made thereunder and pursuant to part D Schedule V of Regulation
More informationKing lll Principle Comments on application in 2016 Reference Chapter 1: Ethical leadership and corporate citizenship Principle 1.
Clicks Group Application of King III Principles 2016 APPLICATION OF King III PrincipleS 2016 This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King
More informationTHORNEY TECHNOLOGIES LTD ABN: AUDIT & RISK COMMITTEE CHARTER
ABN: 66 096 782 188 AUDIT & RISK COMMITTEE CHARTER ABN: 66 096 782 188 This policy was approved on 15 November 2016, to have effect from the relisting of Thorney Technologies Ltd (Company) as an ASX Listed
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The Board of Jamaica Public Service Company Limited ( JPS ) has adopted the following Corporate Governance Guidelines in furtherance of its corporate responsibility and
More informationKing lll Principle Comments on application in 2013 Reference in 2013 Integrated Report
Application of King III Principles 2013 This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King III principles by the Clicks Group. The following
More informationDRAFT LETTER OF APPOINTMENT / RE-APPOINTMENT FOR INDEPENDENT DIRECTORS. Subject: - Appointment / Re-appointment as an Independent Director
DRAFT LETTER OF APPOINTMENT / RE-APPOINTMENT FOR INDEPENDENT DIRECTORS Date: - Name of Director Subject: - Appointment / Re-appointment as an Independent Director The Companies Act, 2013, defines certain
More informationERO COPPER CORP. BOARD OF DIRECTORS MANDATE. As of May 15, 2017
ERO COPPER CORP. BOARD OF DIRECTORS MANDATE As of May 15, 2017 1. Purpose The members of the Board of Directors (the Board ) have the duty to supervise the management of the business and affairs of Ero
More informationFAIRFAX INDIA HOLDINGS CORPORATION MANDATE OF THE BOARD OF DIRECTORS
FAIRFAX INDIA HOLDINGS CORPORATION MANDATE OF THE BOARD OF DIRECTORS Approved by the Board of Directors on April 30, 2015 1. Statement of Purpose FAIRFAX INDIA HOLDINGS CORPORATION MANDATE OF THE BOARD
More informationAURINIA PHARMACEUTICALS INC.
AURINIA PHARMACEUTICALS INC. MANDATE OF THE BOARD OF DIRECTORS (Approved June 21, 2018) A. Introduction AURINIA PHARMACEUTICALS INC. MANDATE OF THE BOARD OF DIRECTORS The primary responsibility of the
More informationPolicy on Evaluation of Directors and the Board
SCHEDULE 2 Policy on Evaluation of Directors and the Board 1 Scope 1.1 This Policy on Evaluation of directors and the Board (Evaluation Policy) sets out the criteria for evaluating the performance of directors
More informationAudit and Risk Committee Charter
Audit and Risk Committee Charter Magellan Financial Group Limited ACN 108 437 592 Approved and with effect from 20 June 2018 Audit and Risk Committee Charter 1. Introduction 1.1 Magellan Financial Group
More informationWESDOME GOLD MINES LTD. MANDATE OF THE BOARD OF DIRECTORS
PURPOSE WESDOME GOLD MINES LTD. MANDATE OF THE BOARD OF DIRECTORS The fundamental responsibility of the Board of Directors (the Board ) of (the Company ) is to provide stewardship and governance over the
More informationPERFORMANCE EVALUATION POLICY. (As adopted by the Board of Directors in its meeting held on 30 th May, 2018)
PERFORMANCE EVALUATION POLICY (As adopted by the Board of Directors in its meeting held on 30 th May, 2018) 1. INTRODUCTION In an endeavour to safeguard the interest of the Company and as prescribed under
More informationFRONTERA ENERGY CORPORATION CORPORATE GOVERNANCE POLICY
FRONTERA ENERGY CORPORATION CORPORATE GOVERNANCE POLICY Frontera Energy Corporation, including all of its subsidiaries (as such term is defined in the Code of Business Conduct and Ethics) and Fundación
More informationREMUNERATION POLICY OF GREENPLY INDUSTRIES LIMITED
REMUNERATION POLICY OF GREENPLY INDUSTRIES LIMITED The Board of Directors (the Board ) of Greenply Industries Limited (the Company ) had initially adopted this Remuneration Policy (the Policy ) on 18 th
More informationMANDATE FOR THE BOARD OF DIRECTORS
MANDATE FOR THE BOARD OF DIRECTORS 1. PURPOSE a) The members of the Board of Directors have the duty to supervise the management of the business and affairs of the Company. The Board, directly and through
More informationANGLOGOLD ASHANTI LIMITED Reg No: 1944/017354/06 BOARD CHARTER
ANGLOGOLD ASHANTI LIMITED Reg No: 1944/017354/06 BOARD CHARTER APPROVED BY THE BOARD OF DIRECTORS ON 16 FEBRUARY 2018 1. INTRODUCTION The board of directors of AngloGold Ashanti Limited ( the Company )
More informationTerms of Reference Governance Committee
1. Purpose Terms of Reference Governance Committee The Governance Committee is responsible for ensuring that BC Assessment and its Board develop and implement an effective approach to corporate governance.
More informationPREMIER GOLD MINES LIMITED. Mandate of the Board of Directors
PREMIER GOLD MINES LIMITED Mandate of the Board of Directors Purpose The Board of Directors (the "Board") of Premier Gold Mines Limited (the "Corporation") is responsible for the supervision of the senior
More informationThe Institute of Directors of South Africa ( IoDSA ) is the convener of the King Committee and the custodian of the King reports and practice notes.
ANDULELA INVESTMENT HOLDINGS LIMITED CORPORATE GOVERNANCE Corporate Governance Overview December 2016 The Board of Directors is committed to the implementation of good corporate governance within the group
More informationTHE INDIAN CARD CLOTHING COMPANY LIMITED (CIN : L29261PN1955PLC009579) NOMINATION AND REMUNERATION POLICY
THE INDIAN CARD CLOTHING COMPANY LIMITED (CIN : L29261PN1955PLC009579) NOMINATION AND REMUNERATION POLICY 1) PREAMBLE This Nomination and Remuneration Policy is being formulated in compliance with Section
More informationThe Board has also adopted the following governance objectives. 9. To ensure the effective monitoring and management of health and safety.
Board Charter June 2017 Introduction This charter and the board committees charters and policies set out the governance requirements for the Spark New Zealand Board. These include the roles and responsibilities,
More informationTRANS HEX GROUP LIMITED REGISTER OF APPLICATION OF THE KING IV PRINCIPLES
TRANS HEX GROUP LIMITED REGISTER OF APPLICATION OF THE KING IV PRINCIPLES Trans Hex Group Limited (Transhex or the Company ) is a listed company on the Johannesburg Stock Exchange operated by the JSE Limited
More informationPRINCIPLES OF CORPORATE GOVERNANCE Novus Holdings Limited
PRINCIPLES OF CORPORATE GOVERNANCE Novus Holdings Limited KING III APPLICATION The Directors have pro-actively taken steps to ensure that the Company is fully compliant with the King Code recommendations
More informationGENERAL GUIDANCE NOTE The Board Charter aligned to King IV August 2018
1 GENERAL GUIDANCE NOTE The Board Charter aligned to King IV August 2018 PURPOSE In accordance with the King IV Report on Corporate Governance for South Africa 2016 1 the governing body ensures that its
More informationTerms and Conditions of appointment of Independent directors
Terms and Conditions of appointment of Independent directors To, Name: Address:,. LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTORS Dear Sir/Madam, Sub: Appointment/Re-appointment of Independent Director
More informationCHARTER OF THE BOARD OF DIRECTORS
SUN LIFE FINANCIAL INC. CHARTER OF THE BOARD OF DIRECTORS This Charter sets out: 1. The duties and responsibilities of the Board of Directors (the Board ); 2. The position description for Directors; 3.
More informationGEE LIMITED POLICY ON PERFORMANCE EVALUATION
GEE LIMITED POLICY ON PERFORMANCE EVALUATION Corporate Policies & Procedures: Policy on Performance Evaluation of Directors 1 INTRODUCTION The Company conducts its operations under the directions of Board
More informationMANDATE OF THE BOARD OF DIRECTORS
North American Palladium Ltd. February 21, 2018 Purpose MANDATE OF THE BOARD OF DIRECTORS The Board of Directors (the Board ) of North American Palladium Ltd. (the Company ) shall assume the responsibility
More informationPERFORMANCE EVALUATION POLICY [PTC India Limited (PTC)]
PERFORMANCE EVALUATION POLICY [PTC India Limited (PTC)] For internal use only Page 1 of 10 The following Performance Evaluation Policy is for the use to the Board of Directors of PTC ( Company ) and is
More informationHUMAN CAPITAL COMMITTEE CHARTER ( the Charter )
HUMAN CAPITAL COMMITTEE CHARTER ( the Charter ) Index 1. Preamble 2. Purpose of the Charter 3. Composition of the Committee 4. Role of the Committee 5. Responsibilities of the Committee 6. Authority 7.
More informationSUBJECT: LETTER OF APPOINTMENT AS INDEPENDENT DIRECTOR
Date: NAME OF THE DIRECTOR ADDRESS SUBJECT: LETTER OF APPOINTMENT AS INDEPENDENT DIRECTOR Dear Sir/ Madam, We are pleased to inform you that due to your accomplishments and the wide range of expertise
More informationBOARD 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 informationVBI VACCINES INC. BOARD OF DIRECTORS MANDATE. Adopted September 23, 2016
BOARD OF DIRECTORS MANDATE Adopted September 23, 2016 1. Purpose The members of the Board of Directors (the Board ) have the duty to supervise the management of the business and affairs of SciVac Therapeutics
More informationNomination Committee Guidelines. October 2014 Good Governance Development & Alliance Department The Stock Exchange of Thailand
Nomination Committee Guidelines October 2014 Good Governance Development & Alliance Department The Stock Exchange of Thailand Introduction: Nomination Committee Objectives The Stock Exchange of Thailand
More informationRemuneration Committee Forum. Position Paper 1 May A framework for remuneration committees. This paper is sponsored by:
Remuneration Committee Forum Position Paper 1 May 2013 A framework for remuneration committees This paper is sponsored by: The Remuneration Committee Forum (the Forum ) is constituted as a forum of the
More informationBoard 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 informationTHORNEY OPPORTUNITIES LTD ACN AUDIT & RISK COMMITTEE CHARTER
ACN 080 167 264 AUDIT & RISK COMMITTEE CHARTER ACN 080 167 264 1. Introduction 1.1 The Audit and Risk Committee (ARC) is a committee of the Board of Directors of Thorney Opportunities Ltd (Company). 1.2
More informationb) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.
1. Introduction Grandeur Products Limited ( Company ), believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality
More informationAudit Committee and other Board Committees Roles and responsibilities under the Companies Act, 2013
Audit Committee and other Board Committees Roles and responsibilities under the Companies Act, 2013 A quick reference guide For private circulation only November 2013 www.deloitte.com/in Audit Committee
More informationRemuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS.
Remuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS. August 2018 1. INTRODUCTION These Terms of Reference have been
More informationKING IV GOVERNANCE PRINCIPLES APPLICATION BY MURRAY & ROBERTS FY The governing body should lead ethically and effectively (Leadership)
KING IV GOVERNANCE PRINCIPLES APPLICATION BY MURRAY & ROBERTS FY2018 LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP 1. The governing body should lead ethically and effectively (Leadership) The Board is the
More informationKING III COMPLIANCE ANALYSIS
Principle element No Application method or explanation This document has been prepared in terms of the JSE Listings Requirements and sets out the application of the 75 Principles of the King III Report
More informationASTRAZENECA PHARMA INDIA LIMITED. Nomination and Remuneration Policy
ASTRAZENECA PHARMA INDIA LIMITED Nomination and Remuneration Policy The Remuneration Committee of AstraZeneca Pharma Limited ( the Company ) was constituted on 6 th February 2013. In order to align with
More informationPERFORMANCE EVALUATION POLICY
PERFORMANCE EVALUATION POLICY INTRODUCTION The Board of Directors (the Board ) of Gulshan Polyols Limited Company (hereinafter referred as GPL' or the Company ) has adopted this policy as the Performance
More informationAudit Committee Terms of Reference
CORPORATE GOVERNANCE 1. Constitution Audit Committee Terms of Reference The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee ( the Committee ). 2. Membership
More informationJune This URL on our website: americanpacificborate.com/investor-centre/#corporate-governance
Rules 4.7.3 and 4.10.3 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity: American Pacific Borate and Lithium Limited ABN / ARBN: Financial year
More informationAdopted by the Board on 11 April 2005 and revised on 23 June 2009 (ASX Governance Principles and Recommendations: Recommendation 1.
Domino's Pizza Enterprises Limited Board Charter Adopted by the Board on 11 April 2005 and revised on 23 June 2009 (ASX Governance Principles and Recommendations: Recommendation 1.1) 1 Corporate Governance
More informationBLACK CAT SYNDICATE LIMITED ACN CORPORATE GOVERNANCE STATEMENT 2018
BLACK CAT SYNDICATE LIMITED ACN 620 896 282 CORPORATE GOVERNANCE STATEMENT 2018 TABLE OF CONTENTS 1. Board Charter...3 2. Composition of the Board...3 3. Audit and Risk Committee Charter...4 4. Remuneration
More informationThis Board Charter (Charter) is the foundation document which sets out the Board s role and responsibilities in
Board Charter Motor Trade Finance Limited Motor Trade Finance Limited and its subsidiaries (MTF) are committed to a high standard of corporate governance. MTF was founded as a co-operative company and
More informationAdAlta Limited ABN
AdAlta Limited ABN 92 120 332 925 Principle 1 Lay solid foundations for management and oversight A listed entity should establish and disclose the respective roles and responsibilities of its boards and
More informationAUDIT AND RISK COMMITTEE TERMS OF REFERENCE
AUDIT AND RISK COMMITTEE TERMS OF REFERENCE Page 1 of 9 1. INTRODUCTION The audit and risk committee is constituted in terms of the South African Companies Act No 71 of 2008, ( Companies Act ), JSE Listing
More informationSOFTTECH ENGINEERS LIMITED. (Formerly known as SOFTTECH ENGINEERS PRIVATE LIMITED) NOMINATION AND REMUNERATION POLICY
SOFTTECH ENGINEERS LIMITED (Formerly known as SOFTTECH ENGINEERS PRIVATE LIMITED) NOMINATION AND REMUNERATION POLICY CONTENT Sr. Particulars No. 1 Title 2 Purpose 3 Applicability 4 Objectives 5 Definitions
More informationCompanies Act 2013: Keeping pace with Board Governance Evolution
Companies Act 2013: Keeping pace with Board Governance Evolution Adapting to the new landscape The Companies Act, 2013 clearly indicates focus of regulators toward enhancing the responsibility and accountability
More informationPhumelela Gaming and Leisure Limited
King III assessment register 2015 CHAPTER 1: ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP 1.1 The Board should provide effective leadership based on an ethical foundation. 1.2 The Board should ensure that
More informationNSE BOARD EVALUATION IN INDIA: DISCLOSURE AND PRACTICES. IiAS INSTITUTIONAL INVESTOR ADVISORY SERVICES. National Stock Exchange of India Limited
IiAS INSTITUTIONAL INVESTOR ADVISORY SERVICES NSE National Stock Echange of India Limited BOARD EVALUATION IN INDIA: DISCLOSURE AND PRACTICES AUGUST 2016 Copyright 2016 by National Stock Echange of India
More informationTERMS AND CONDITIONS OF THE APPOINTMENT OF INDEPENDENT DIRECTORS
TERMS AND CONDITIONS OF THE APPOINTMENT OF INDEPENDENT DIRECTORS I am pleased to inform you that upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors ( the Board
More informationCORPORATE GOVERNANCE COMMITTEE FARM CREDIT CANADA
CORPORATE GOVERNANCE COMMITTEE FARM CREDIT CANADA Enacted May 29, 2002 Minute No. 02/03:01:08 Last Reviewed October 18, 2017 Minute No. 17/18:03:08 CHARTER OVERALL RESPONSIBILITIES The Corporate Governance
More informationBoard and Committee Charters. The Gruden Group Limited
Board and Committee Charters The Gruden Group Limited The Gruden Group Limited (Gruden) ABN 56 125 943 240 Approved by the Board on 26 May 2016 Board Charter In carrying out the responsibilities and powers
More informationNATIONAL BANK OF FUJAIRAH THE GOVERNANCE FRAMEWORK OF THE BOARD OF DIRECTORS
NATIONAL BANK OF FUJAIRAH THE GOVERNANCE FRAMEWORK OF THE BOARD OF DIRECTORS COPYRIGHT NBF 2016. ALL RIGHTS RESERVED No part of this document may be reproduced, stored in a retrieval system or transmitted
More informationBoard Mandate 1. PURPOSE The Board of Directors (the Board ) of Maricann Group Inc. (the Corporation ) assumes responsibility for the stewardship of t
1. PURPOSE The Board of Directors (the Board ) of Maricann Group Inc. (the Corporation ) assumes responsibility for the stewardship of the Corporation. 2. RESPONSIBILITIES As an integral part of that stewardship
More informationApproved by the Board on July 27, 2017 Page 1
TERMS OF REFERENCE FOR THE CORORATE GOVERNANCE AND NOMINATING COMMITTEE 1. UROSE The main purpose of the Corporate Governance and Nominating Committee (the CG&N Committee ) of Capstone Mining Corp. ( Capstone
More informationBOARD OF DIRECTORS CHARTER
BOARD OF DIRECTORS CHARTER 1. INTRODUCTION The board of directors (hereafter referred to as the board ) of Wilson Bayly Holmes-Ovcon Limited (hereafter referred to as the company ) acknowledges the need
More informationThis document contains a summary of the Group s application of all of the principles contained in King III.
King III Compliance The Board supports the Code of Corporate Practices and Conduct as recommended by the King III Report on Corporate Governance for South Africa 2009 ( King III ). This document contains
More informationAGL ENERGY LIMITED BOARD CHARTER 1. PURPOSE 2. ROLE AND RESPONSIBILITIES OF BOARD
AGL ENERGY LIMITED BOARD CHARTER 1. PURPOSE 1.1 The Board is responsible for the governance of AGL Energy Limited (AGL). This Board Charter (Charter) sets out the role, responsibilities, membership and
More informationBoard Charter. 1. Board Composition and Chairman. 2. Roles and Responsibilities of the Board
1. Board Composition and Chairman (h) The minimum number of Directors (exclusive of the Chief Executive Officer and Managing Director ( CEO ) is 5 and the maximum number of Directors is 10. (Rule 33, Constitution).
More informationCANADIAN DERIVATIVES CLEARING CORPORATION (THE CORPORATION ) BOARD CHARTER
CANADIAN DERIVATIVES CLEARING CORPORATION (THE CORPORATION ) BOARD CHARTER (a) General The primary responsibility of the Board of Directors of the Corporation (the Board ) is to provide governance and
More informationAPPLICATION OF KING III CORPORATE GOVERNANCE PRINCIPLES 2016
APPLICATION OF KING III CORPORATE GOVERNANCE PRINCIPLES 2016 This table is a useful reference to each of the King III principles and how, in broad terms, they have been applied by the Group. KING III ETHICAL
More informationBOARD OF DIRECTORS CHARTER
BOARD OF DIRECTORS CHARTER Page 1 of 7 1. Introduction The board of directors (hereafter referred to as the board ) of Wilson Bayly Holmes- Ovcon Limited (hereafter referred to as the company ) has applied
More informationCORPORATE GOVERNANCE STATEMENT
LINIUS TECHNOLOGIES LIMITED ACN 149 796 332 (Company) CORPORATE GOVERNANCE STATEMENT This Corporate Governance Statement is current as at 30 June 2017 and has been approved by the Board of the Company.
More informationBOARD OF DIRECTORS CHARTER
CORPORATE CHARTER Date issued 2005-11-17 Date updated 2016-07-28 Issued and approved by Uni-Select Inc. Board of Directors BOARD OF DIRECTORS CHARTER INTRODUCTION This Charter is intended to identify the
More informationBoard Committees. Page 189 Research Guru: Online Journal of Multidisciplinary Subjects (Peer Reviewed)
Board Committees DIVYARAJSINH ZALA PhD SCHOLAR, Saurashtra University, Rajkot. Mob. no.: 9904050246, Email id: divyarajsinh23zala@gmail.com ABSTRACT The objective of this research paper is to understand
More informationAUDIT AND RISK COMMITTEE CHARTER
AUDIT AND RISK COMMITTEE CHARTER Contents Page A. Introduction 1 B. Statement of Policy 1 C. Perspective 1 D. Roles and Responsibilities 2 E. Membership 7 F. Meetings and Schedule of Activities 7 G. Reporting
More informationRIO TINTO. AUDIT COMMITTEE (the Committee ) TERMS OF REFERENCE. Adopted by the Board of Rio Tinto plc and Rio Tinto Limited on 1 August 2017
RIO TINTO AUDIT COMMITTEE (the Committee ) TERMS OF REFERENCE Adopted by the Board of Rio Tinto plc and Rio Tinto Limited on 1 August 2017 1. Purpose The objective of the Committee is to assist the Board
More informationMANDATE OF THE BOARD OF DIRECTORS CHORUS AVIATION INC. (the Corporation )
MANDATE OF THE BOARD OF DIRECTORS CHORUS AVIATION INC. (the Corporation ) 1. PURPOSE This mandate describes the role of the Board of Directors (the Board ) of Chorus Aviation Inc. (the Corporation ). The
More informationHF GROUP LIMITED BOARD CHARTER
The primary objective of the Group's Board Charter is to set out the responsibilities of the Board of Directors ("the Board") of HF Group and its subsidiaries. The Board of the Parent Company, HF Group,
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Nominating and Corporate Governance Committee (the Governance Committee ) of the Board of Directors (the Board ) of Hilton Worldwide Holdings Inc. (the
More informationRIO TINTO. AUDIT COMMITTEE (the Committee ) TERMS OF REFERENCE
RIO TINTO AUDIT COMMITTEE (the Committee ) TERMS OF REFERENCE Adopted by the Board of Rio Tinto plc and Rio Tinto Limited (collectively, the Group ) on 26 February 2019 1. Purpose 2. Scope The objective
More informationCorporate Governance Statement
LifeHealthcare Group Limited (ACN 166 525 186) Corporate Governance Statement - 2016 ASX Corporate Governance Council Principle / Principle 1 Lay solid foundations for management and oversight 1.1 A listed
More informationBOARD CHARTER LA PRUDENCE LEASING FINANCE CO LTD
Page1 SUBJECT PAGE Chairperson s Message 2 Introduction 3 1 The Role of the Board 4 2 The Structure of the Board 6 2.1 Board Composition 2.1.1 Appointment 2.1.2 Term 2.1.3 Board Protagonists I. Chairperson
More informationBoard of Directors Mandate
Board of Directors Mandate 1. Introduction The Board of Directors (the Board ) has the responsibility for the overall stewardship of the conduct of the business of New Gold Inc. (the Company ) and the
More informationDESERT LION ENERGY LIMITED CHARTER OF THE BOARD OF DIRECTORS
DESERT LION ENERGY LIMITED 1. PURPOSE The Board of Directors (the Board ) of Desert Lion Energy Limited (the Company ) is responsible for the stewardship of the business and for acting in the best interests
More informationKing III Chapter 2 Board Charter. September 2009
Chapter 2 Board Charter September 2009 The information contained in this Practice Note is of a general nature and is not intended to address the circumstances of any particular individual or entity. The
More informationSHOPRITE HOLDINGS LTD. King III Reporting in terms of the JSE Listings Requirements
1 SHOPRITE HOLDINGS LTD King III Reporting in terms of the JSE Listings Requirements The JSE Listings Requirements require all JSE-listed companies to provide a narrative on how it has applied the new
More informationLewis Group Limited Application of King III Corporate Governance Principles March 2017
Lewis Group Limited Application of King III Corporate Governance Principles March This document has been prepared in terms of the JSE Listings Requirements and sets out the application of King III principles
More informationPERFORMANCE EVALUATION POLICY
PERFORMANCE EVALUATION POLICY Effective From: Approval of the Board pursuant to its resolution dated 22.05.2015. Amended: Approval of the Board pursuant to its resolution dated 12-02-2018. INTRODUCTION
More informationCORPORATE GOVERNANCE KING III COMPLIANCE REGISTER 2017
CORPORATE GOVERNANCE KING III COMPLIANCE REGISTER 2017 This document has been prepared in terms of the JSE Listing Requirements and sets out the application of the 75 corporate governance principles by
More informationDIAMOND 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 informationWANGLE TECHNOLOGIES LIMITED CORPORATE GOVERNANCE STATEMENT
WANGLE TECHNOLOGIES LIMITED CORPORATE GOVERNANCE STATEMENT ACN 096 870 978 (Company) This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is re-admitted
More informationCARTRACK HOLDINGS LIMITED. (the Company ) BOARD OF DIRECTORS TERMS OF REFERENCE REVIEWED 1 MARCH 2016
CARTRACK HOLDINGS LIMITED (the Company ) BOARD OF DIRECTORS TERMS OF REFERENCE REVIEWED 1 MARCH 2016 1. CONSTITUTION 1.1. The Board of directors (the "Board") of the Company is constituted in accordance
More informationThe role of the Chair and Lead Independent
22/09/2017 The role of the Chair and Lead Independent The information contained in this King IV Practice Note is of a general nature and is not intended to address the circumstances of any particular individual
More informationICG ENTERPRISE TRUST PLC AUDIT COMMITTEE - TERMS OF REFERENCE. (Last reviewed April 2018)
ICG ENTERPRISE TRUST PLC AUDIT COMMITTEE - TERMS OF REFERENCE (Last reviewed April 2018) Background ICG Enterprise Trust PLC ( ICGET or the Company ) has no employees. All management and company secretarial
More information