ROSNEFT REGULATION ON THE INDUCTION OF ROSNEFT BOARD MEMBERS
|
|
|
- Barrie Samuel Nash
- 6 years ago
- Views:
Transcription
1 APPROVED by the Resolution of the Board of Directors Rosneft Oil Company of May 22, 2015 Minutes No. 34 dated May 25, 2015 ROSNEFT REGULATION ON THE INDUCTION OF ROSNEFT BOARD MEMBERS No. P R-0032 YuL-001 VERSION 1.00 MOSCOW 2015
2 CONTENTS CONTENTS INTRODUCTORY PROVISIONS... 3 INTRODUCTION... 3 SCOPE OF APPLICATION... 3 VALIDITY PERIOD AND AMENDMENT PROCEDURE TERMS AND ABBREVIATIONS GENERAL PROVISIONS PROCEDURE FOR THE INDUCTION OF ROSNEFT BOARD MEMBERS REFERENCES... 8 Rosneft shall reserve all rights to this Local Normative Document (LND). This LND or any part thereof may not be reproduced, replicated or disseminated without the express consent by Rosneft. No.P R-0032 YuL-001 VERSION 1.00 Rosneft, 2015 PAGE 2 OUT OF 8
3 INTRODUCTORY PROVISIONS INTRODUCTORY PROVISIONS INTRODUCTION Regulation of Rosneft "On the induction of Rosneft Board Members" (hereinafter "the Regulations") was developed in accordance with the Federal Law "On the Joint Stock Companies" 208-FZ of , the Code of Corporate Governance recommended by the Bank of Russia for application by the joint stock companies whose securities are approved for organized trading, the Charter of Rosneft and Regulations on Rosneft Board of Directors, and sets forth a procedure for familiarization of Rosneft new Board members with Rosneft activities. SCOPE OF APPLICATION The present Regulation shall be binding upon all employees of structural units of Rosneft engaged in the process of induction of Rosneft Board members. This Regulation shall apply to newly elected members of Rosneft Board of Directors. Rosneft Board members re-elected for the next term of office shall be entitled to participating in all activities provided for by this Regulation. The directive documents, local normative documents and other internal documents shall not be in conflict with this Regulation. Where the Russian Federation legislation changes and/or if any changes are introduced to the Charter of Rosneft and provisions of this Regulation get in conflict therewith, the specified legislation of the Russian Federation and/or the Charter of Rosneft should be followed. VALIDITY PERIOD AND AMENDMENT PROCEDURE The present Regulation is a local regulatory standing document. This Regulation shall be approved, amended and declared invalid based on the resolution of Rosneft Board of Directors. The originators of changes to this Regulation are as follows: Department of Corporate Governance of Rosneft, and other structural units of Rosneft upon the agreement with Rosneft Department of Corporate Governance. Responsibility for keeping this Regulation of Rosneft updated shall be vested on the Director of Corporate Governance, Rosneft Corporate Secretary. Control of compliance with requirements of this Regulation shall reside with Rosneft top manager responsible for corporate governance. PAGE 3 OUT OF 8
4 TERMS AND ABBREVIATIONS 1. TERMS AND ABBREVIATIONS COMPANY a group of legal entities with various organizational and legal forms, including Rosneft, with respect to which the latter is the main or predominant (participating) company. STRUCTURAL UNIT OF ROSNEFT (SU) a structural unit of Rosneft Oil Company which has its own independent functions, objectives and responsibility within a designated scope of authority determined by the structural unit regulations. TOP MANAGERS OF ROSNEFT The President of Rosneft, First Vice President of Rosneft, Vice Presidents of Rosneft, Chief Accountant of Rosneft, Financial Director of Rosneft, Advisors and Leaders of Structural Units and Services of Rosneft in the rank of Vice President. PAGE 4 OUT OF 8
5 GENERAL PROVISIONS 2. GENERAL PROVISIONS 2.1. Rosneft ensures that Rosneft Board members get familiarized with Rosneft activities as quickly, fully and effectively as possible, including familiarization with strategy, corporate and organizational structure, business practice and corporate governance policies, through: Giving Rosneft Board members the understanding of the nature of Rosneft activities, the role of Rosneft Board of Directors in Rosneft governance system, basic rights, duties and responsibilities of Rosneft Board members, rules and regulations for Rosneft Board of Directors activities; Ensuring familiarization of Rosneft Board members with Rosneft development strategy, its footprint, Rosneft key performance indicators; Developing communication between Rosneft Board members and Rosneft top managers. PAGE 5 OUT OF 8
6 PROCEDURE FOR THE INDUCTION OF ROSNEFT BOARD MEMBERS 3. PROCEDURE FOR THE INDUCTION OF ROSNEFT BOARD MEMBERS 3.1. The process of Rosneft Board members induction shall be coordinated by Rosneft Corporate Secretary who interacts with members of Rosneft Board of directors, top managers and heads of Rosneft structural units Members of Rosneft Board of Directors shall be inducted no later than within one month after their election as Rosneft Board members Induction of Rosneft Board members shall be carried out in the following ways: Conducting introduction (working) meetings with Rosneft sole executive body, members of Rosneft Management Board, other top managers and heads of structural units of Rosneft; Familiarization with Rosneft LND's and resolutions of Rosneft management bodies; Consultations on the issues of Rosneft activities and management of Rosneft Board of Directors activities; Visits to operational sites (assets) of the Company (if required and possible) Introduction sessions can be conducted as individual meetings for each of Rosneft Board members, and as joint meetings. Meetings with Rosneft sole executive body are usually conducted as one-on-one meetings for each of newly elected members of Rosneft Board of Directors. In order to ensure a comprehensive coverage of Rosneft activities, and upon the agreement with Rosneft Board members, an introduction meeting can be attended by several Rosneft top managers and (or) other heads of Rosneft structural units. At the meetings with top managers and heads of structural units of Rosneft, Rosneft Board members are provided with information on Rosneft strategy, footprint, key operational and financial performance indicators, Rosneft securities market, Rosneft risk management, corporate governance, and corporate and social responsibility. Additional (working) meetings can be arranged upon the initiative of Rosneft Board members for in-depth discussion of questions that emerged. Format and details of an introduction (working) meeting shall be agreed off-line with Rosneft Board member (-s) participating in the meeting, before such meeting Rosneft Corporate Secretary shall provide Rosneft Board members with the following: The Charter of Rosneft; Internal documents of Rosneft governing the activities of Rosneft management and control bodies; Approved development strategy and business plans of Rosneft; Company's reporting documents, including annual and quarterly reports, annual accounting statements; Local normative documents governing key areas of the Company's activity, and other local normative documents as may be requested by Rosneft Board member; PAGE 6 OUT OF 8
7 PROCEDURE FOR THE INDUCTION OF ROSNEFT BOARD MEMBERS Minutes of Rosneft General Shareholders meetings, of Rosneft Board of Directors and its subcommittees meetings. Public documents (documents placed on the official site of Rosneft, or disclosed in any other manner provided for by the RF legislation) of Rosneft shall be provided to Rosneft Board member in any way convenient to the Board member. Other documents of Rosneft shall be provided in strict compliance with the Company Standard on Protection of Confidential Information P S Upon request of Rosneft Board member, Rosneft Corporate Secretary shall provide (ensure the provision of) a brief description of the process and (or) local normative document the Board member is interested in Upon request of Rosneft Board member, Rosneft Corporate Secretary shall consult the Board member on the issues of management of the Board of Directors activities, including: Rights, duties and responsibilities of Rosneft Board members; Current Rosneft procedures for preparation for and conducting Rosneft Board meetings; Reporting to Rosneft Board of Directors Rosneft Corporate Secretary shall provide Rosneft Board members with the following: CV's and contact details of elected members of Rosneft Board of Directors (based on the forms submitted by Rosneft Board members); Contact details of the members of executive bodies and other top managers of Rosneft; CV and contact details of Rosneft Corporate Secretary; Contact details of the Office of Rosneft Corporate Secretary (telephone numbers, addresses) An orientation visit to the office (permanent location of Rosneft) shall be arranged for newly elected members of Rosneft Board of Directors. Visits to operational sites (assets) of the Company can be arranged for Rosneft Board members upon agreement with Rosneft sole executive body Rosneft Board members shall be obliged to treat the information received in accordance with the Company Standard on Protection of Confidential Information P S-0006 and Rosneft Regulations "On Insider Information" P R-0014 YuL-001. PAGE 7 OUT OF 8
8 REFERENCES 4. REFERENCES 1. Federal Law No. 208-ФЗ "On Joint Stock Companies" of The Code of Corporate Governance recommended by the Bank of Russia for application by the joint stock companies whose securities are approved for organized trading (The Letter of the Bank of Russia 06-52/2463 of "On the Code of Corporate Governance"). 3. Regulations on Rosneft Board of Directors approved by the resolution of Rosneft General Shareholders Meeting of , Minutes dated unnumbered. 4. Company Standard on Protection of Confidential Information P S-0006 version 4.00, approved by Rosneft Order 727 оf Rosneft Regulations "On Insider Information" P R-0014 YuL-001 version 1.00, approved by the resolution of Rosneft Board of Directors on (Minutes No. 39 dated ) and put into force by Rosneft Order N. 353 dated PAGE 8 OUT OF 8
ROSNEFT OIL COMPANY'S REGULATION ON
APPROVED by Rosneft Order 703 dated "01" December 2016 Put into effect on "01" December 2016 ROSNEFT OIL COMPANY'S REGULATION ON PROVISION OF INFORMATION TO ROSNEFT SHAREHOLDERS P3-01.05 R-0018 REVISION
ROSNEFT DIVIDEND POLICY
APPROVED by the Resolution of the Board of Directors Rosneft Oil Company "05" June 2015 Minutes No.35 dated "05" June 2015 Put into force on "13" November 2015 Minutes No.517 dated "13" November 2015 P3-01.05
COMPANY POLICY HEALTH AND SAFETY P P-01 VERSION 1.00
APPROVED BY Rosneft Board of Directors On July 30, 2015 Minutes dated August 03, 2015 2 Effective as of December 30, 2015 By Order dated December 30, 2015 658 COMPANY POLICY HEALTH AND SAFETY P3-05.01
ROSNEFT REGULATION ON THE ROSNEFT BOARD OF DIRECTORS STRATEGIC PLANNING COMMITTEE П Р-0001 ЮЛ-001 VERSION
APPROVED by Rosneft Board of Directors Resolution dated October 01, 2014 Minutes No. 6 dated October 06, 2014 ROSNEFT REGULATION ON THE ROSNEFT BOARD OF DIRECTORS STRATEGIC PLANNING COMMITTEE П3-10.01
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
AUDIT COMMITTEE CHARTER. Specifically, the Audit Committee is responsible for overseeing that:
AUDIT COMMITTEE CHARTER PREFACE The Audit Committee of the Board of Directors shall assist the Board in fulfilling its responsibilities with respect to (1) the integrity of the financial statements of
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
GROUP 1 AUTOMOTIVE, INC. AUDIT COMMITTEE CHARTER
GROUP 1 AUTOMOTIVE, INC. AUDIT COMMITTEE CHARTER The Board of Directors (the Board ) of Group 1 Automotive Inc. (the Company ) has heretofore constituted and established an Audit Committee (the Committee
BOARD 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
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
BOISE CASCADE COMPANY
{BC Legal/179279/0005/01808611.DOC: } BOISE CASCADE COMPANY CORPORATE GOVERNANCE GUIDELINES (Adopted on February 4, 2013, as Updated Through May 4, 2017) The following Corporate Governance Guidelines (these
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
CODE ROSNEFT CORPORATE GOVERNANCE
APPROVED by Rosneft Board of Directors Resolution dated June 11, 2015 Minutes No. 36 dated June 15, 2015 CODE ROSNEFT CORPORATE GOVERNANCE P3-01 KS-01 VERSION 1.00 MOSCOW 2015 TABLE OF CONTENTS TABLE OF
RULES OF PROCEDURE AUDIT COMMITTEE SUPERVISORY BOARD RABOBANK 1
RULES OF PROCEDURE AUDIT COMMITTEE SUPERVISORY BOARD RABOBANK 1 1 Adopted by the Supervisory Board on 11 August 2017 with effective date 1 September 2017 1 1. Introduction 1.1. These rules of procedure
TENET HEALTHCARE CORPORATION CORPORATE GOVERNANCE PRINCIPLES
TENET HEALTHCARE CORPORATION CORPORATE GOVERNANCE PRINCIPLES The Board of Directors of Tenet Healthcare Corporation, acting on the recommendation of its Nominating and Corporate Governance Committee, has
AGL 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
Audit Committee Charter for XL Group Ltd
Audit Committee Charter for XL Group Ltd Audit Committee Charter for XL Group Ltd Purpose The Audit Committee is appointed by the Board to assist the Board in overseeing (1) the quality and integrity of
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
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
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
ELDORADO GOLD CORPORATION BOARD OF DIRECTORS TERMS OF REFERENCE
ELDORADO GOLD CORPORATION BOARD OF DIRECTORS TERMS OF REFERENCE I. ROLES AND RESPONSIBILITIES The principal role of the Board of Directors ( Board ) is stewardship of Eldorado Gold Corporation (the Company
GOLD FIELDS LIMITED. ( GFI or the Company ) BOARD CHARTER. (Approved by the Board of Directors on 16 August 2016)
1 GOLD FIELDS LIMITED ( GFI or the Company ) BOARD CHARTER (Approved by the Board of Directors on 16 August 2016) 2 1. INTRODUCTION The Board Charter is subject to the provisions of the South African Companies
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
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER COMPOSITION AND MEETINGS The Audit Committee assists the Board in fulfilling its oversight responsibilities. The Audit Committee shall consist of no less
King 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
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
LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTOR
LETTER OF APPOINTMENT FOR INDEPENDENT DIRECTOR To, Dear Sir/Madam, The Board has approved your appointment on the Board of Directors of D-Link (India) Limited (hereinafter referred as Company ) with effect
Appointment Letter for Independent Directors
August 28, 2014 Dear Mr. Ramachandran, Appointment Letter for Independent Directors I am writing this letter to inform you that Members of the Company at the 50 th Annual General Meeting held on August
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
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
FRONTERA 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
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
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
SUNEDISON, INC. AUDIT COMMITTEE CHARTER (Adopted October 29, 2008)
SUNEDISON, INC. AUDIT COMMITTEE CHARTER (Adopted October 29, 2008) I. Purpose The primary purpose of the Audit Committee of the Board of Directors (the Committee ) is to assist the Board of Directors in
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
CONVENTION ON INTERNATIONAL THROUGH RAILWAY TRAFFIC
DRAFT Wording as agreed on 20 March 2015, amended CONVENTION ON INTERNATIONAL THROUGH RAILWAY TRAFFIC The Governments of the States, hereinafter referred to as the 'Contracting Parties', Recognising the
INTUIT INC. CORPORATE GOVERNANCE PRINCIPLES FOR THE BOARD OF DIRECTORS as amended July 20, 2017
A. INTRODUCTION INTUIT INC. CORPORATE GOVERNANCE PRINCIPLES FOR THE BOARD OF DIRECTORS as amended July 20, 2017 The Board of Directors of Intuit Inc. has adopted these governance principles to assist it
GOVERNANCE AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE
GOVERNANCE AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE Purpose The purpose of the Governance and Human Resources Committee of the Board of Directors (Board) of the Municipal Property Assessment Corporation
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,
AMENDED AND RESTATED ON SEMICONDUCTOR CORPORATION CORPORATE GOVERNANCE PRINCIPLES
AMENDED AND RESTATED ON SEMICONDUCTOR CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended and Restated as of January 1, 2018) The following principles have been approved by the Board of Directors (the
CORPORATE GOVERNANCE KING III COMPLIANCE
CORPORATE GOVERNANCE KING III COMPLIANCE Analysis of the application as at March 2013 by AngloGold Ashanti Limited (AngloGold Ashanti) of the 75 corporate governance principles as recommended by the King
TG Therapeutics, Inc. Audit Committee Charter
TG Therapeutics, Inc. Audit Committee Charter I. PURPOSE AND AUTHORITY. The Audit Committee (the "Committee") is a committee appointed by the Board of Directors of TG Therapeutics, Inc. (the "Company").
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
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
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
RISK COMMITTEE BYLAW OF THE SUPERVISORY BOARD OF ING BANK ŚLĄSKI S.A.
RISK COMMITTEE BYLAW OF THE SUPERVISORY BOARD OF ING BANK ŚLĄSKI S.A. 1 The Risk Committee of the Supervisory Board of ING Bank Śląski S.A., hereinafter referred to as the Committee, shall perform consultation
BOARD CHARTER JUNE Energy Action Limited ABN
BOARD CHARTER JUNE 2016 Energy Action Limited ABN 90 137 363 636 Contents Contents... 2 1 Overview... 3 2 Key Board Functions & Procedures... 5 3 Role of the Chairman... 9 4 Role of the Deputy Chairman...
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
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
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
CORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2015
No N/A 1 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 the Company is and is
Adopted by the State Duma on September 22, 1999
FEDERAL LAW NO. 184-FZ OF OCTOBER 6, 1999 ON THE GENERAL PRINCIPLES OF THE ORGANIZATION OF THE LEGISLATIVE (REPRESENTATIVE) AND EXECUTIVE ORGANS OF STATE POWER OF THE SUBJECTS OF THE RUSSIAN FEDERATION
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
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
GRUMA, S.A.B. DE C.V. BEST CORPORATE PRACTICES QUESTIONNAIRE The following is an English translation of the questionnaire, that was submitted to the
GRUMA, S.A.B. DE C.V. BEST CORPORATE PRACTICES QUESTIONNAIRE The following is an English translation of the questionnaire, that was submitted to the Mexican Stock Exchange, or Bolsa Mexicana de Valores,
CORPORATE GOVERNANCE GUIDELINES ALBANY MOLECULAR RESEARCH, INC.
CORPORATE GOVERNANCE GUIDELINES ALBANY MOLECULAR RESEARCH, INC. (Adopted by the Board of Directors at a meeting held on March 31, 2004) (Amended by the Board of Directors at a meeting held on April 30,
English Translation (For Information Purposes Only) CODE OF BEST CORPORATE PRACTICES. Introduction
English Translation (For Information Purposes Only) SCHEDULE A CODE OF BEST CORPORATE PRACTICES Introduction Upon the initiative of the Business Coordinating Council, the Corporate Governance Committee
CORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES OF Ed. Nov.2016 TABLE OF CONTENTS A. DIRECTOR RESPONSIBILITIES 4 B. DIRECTOR QUALIFICATION STANDARDS 4 (1) Board Membership Criteria 4 (a) Independence 4 (b) Limits on Number
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
CITIZENS, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER. Adopted November 5, the integrity of the Company s financial statements;
CITIZENS, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Adopted November 5, 2014 A. Purpose The purpose of the Audit Committee is to assist the Board of Directors oversight of: the integrity of the
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
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
International investment bank. International Investment Bank Compliance Policy
International investment bank International Investment Bank Compliance Policy 2016 Contents 1. GENERAL PROVISIONS... 3 1.1. Scope of application... 3 1.2. Terms and definitions... 3 1.3. Abbreviations...
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.
METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES
METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES CORPORATE GOVERNANCE PRINCIPLES TABLE OF CONTENTS 1. OBJECT OF THESE CORPORATE GOVERNANCE PRINCIPLES 3 2. CODE OF ETHICS 3 3. BOARD RESPONSIBLITIES
CORPORATE GOVERNANCE GUIDELINES As Amended and Restated by the Board of Directors November 14, 2017
CORPORATE GOVERNANCE GUIDELINES As Amended and Restated by the Board of Directors November 14, 2017 Role and Functions of the Board of Directors The role of the Board of Directors (the Board ) of Anadarko
University Students Council of the University of Western Ontario BY-LAW #4. AUTHORITY: Council RATIFIED BY: Council DAY MONTH YEAR BY-LAW #4
EFFECTIVE: DAY MONTH YEAR SUPERSEDES: NONE AUTHORITY: Council RATIFIED BY: Council DAY MONTH YEAR RELATED DOCUMENTS: By-Law #1 PAGE 1 of 9 of UNIVERSITY STUDENTS COUNCIL OF THE UNIVERSITY OF WESTERN ONTARIO
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
University Document Hierarchy
University Document Hierarchy Purpose The purpose of this document is to outline the hierarchy of instruments and documents, hereinafter collectively referred to as documents, which are in use within the
Audit 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...
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
BOARD 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
KING 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
CORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2016
No N/A 1 Chapter 1 - Ethical leadership and corporate citizenship 1.1 The board s should provide effective leadership based on an ethical foundation 1.2 The board should ensure that the Company is and
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
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
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
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
CHARTER 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.
CHARTER AUDIT COMMITTEE
CHARTER AUDIT COMMITTEE Article 1. Tasks and powers 1.1 The Audit Committee shall supervise the activities of the Management Board with respect to: a) the operation of the internal risk management and
FEDERAL LAW NO. 101-FZ OF JULY 15, 1995 ON THE INTERNATIONAL TREATIES OF THE RUSSIAN FEDERATION
FEDERAL LAW NO. 101-FZ OF JULY 15, 1995 ON THE INTERNATIONAL TREATIES OF THE RUSSIAN FEDERATION Adopted by the State Duma on June 16, 1995 International treaties form the legal basis of interstate relations
National Railway Museum
1 of 8 pages National Railway Museum Charter for the Board and Board committees of the Port Dock Station Railway Museum (SA) Inc., trading as National Railway Museum The purpose of this charter is to articulate
BOARD CHARTER Introduction Company Board Responsibilities
BOARD CHARTER Introduction The directors are accountable to the shareholders and must ensure that Ausdrill Limited ( Company ) is appropriately managed to protect and enhance the interests and wealth of
F5 NETWORKS, INC. CORPORATE GOVERNANCE GUIDELINES (as of July 10, 2015)
F5 NETWORKS, INC. CORPORATE GOVERNANCE GUIDELINES (as of July 10, 2015) 1. Director Selection Annually the Board of Directors of F5 Networks, Inc. ( F5 or the Company ), led by the Chair of the Board,
Rules of Procedure for the Board of Management
Rules of Procedure for the Board of Management Rules of Procedure for the Board of Management (Original English version is legally binding) - 2 - I. Responsibilities of the Board of Management 1. The Board
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
provide leadership to the Company by practising ethical and sustainable decision making in the best interest of the Company and shareholders;
GUYANA GOLDFIELDS INC. BOARD OF DIRECTORS MANDATE PURPOSE 1. The Board of Directors (the Board ) is responsible for the stewardship of the business and affairs of Guyana Goldfields Inc. (the Company ).
ON REMUNERATIONS AND COMPENSATIONS PAID TO MEMBERS OF THE BOARD OF DIRECTORS OF JOINT-STOCK COMPANY CHELYABINSK TUBE-ROLLING PLANT
APPROVED BY Extraordinary General Meeting of Shareholders of Joint-Stock Company Chelyabinsk Tube-Rolling Plant (Minutes without number dd.23.08.2010) Chairperson of extraordinary general meeting of shareholders
GUIDELINES BOARD AND STAFF RELATIONS AND RESPONSIBILITIES
GUIDELINES ON BOARD AND STAFF RELATIONS AND RESPONSIBILITIES Prepared By Gene C. Wenner Arts & Education Consultants, Inc. BOARD OF DIRECTORS AND PROFESSIONAL STAFF RELATIONS The following concepts about
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.
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 )
Corporate Governance Statement. APN Property Group August 2017
Corporate Governance Statement APN Property Group August 2017 CORPORATE GOVERNANCE STATEMENT This is the corporate governance statement for APN Property Group Limited (APN PG or Company) for the financial
irobot Corporation Audit Committee Charter I. General Statement of Purpose
I. General Statement of Purpose irobot Corporation Audit Committee Charter The purposes of the Audit Committee of the Board of Directors (the Audit Committee ) of irobot Corporation (the Company ) are
CORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Gildan Activewear Inc. ( Gildan or the Company ) considers strong and transparent corporate governance practices to be an important
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
EATON CORPORATION plc Board of Directors Governance Policies Last Revised: October 24, 2017 Last Reviewed: October 24, 2017
111117 EATON CORPORATION plc Board of Directors Governance Policies Last Revised: October 24, 2017 Last Reviewed: October 24, 2017 I. BOARD ORGANIZATION AND COMPOSITION A. Size and Structure of Board.
Regents of the University of Michigan Committee Charters Last updated June 17, 2010
Regents of the University of Michigan Committee Charters Last updated June 17, 2010 Personnel, Compensation and Governance Committee Charter The Personnel, Compensation and Governance Committee will review
HF 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,
PT Mandom Indonesia Tbk GCG
REGULATION OF THE INTERNAL AUDIT DEPARTMENT Chapter I GENERAL PROVISIONS Article 1 Purpose The purpose of this regulation is to serve the function of internal control for the company s activities with
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 ).