Code on Corporate Governance
Principle 1 – Establish clear roles and responsibilities
The board should establish clear functions reserved for the board and those Delegated to management.
The board should establish clear roles and responsibilities in discharging its fiduciary and leadership functions.
The board should formalize ethical standards through a code of conduct and ensure its compliance.
The board should ensure that the company’s strategies promote sustainability. Recommendation 1.5
The board should have procedures to allow its members access to information and advice.
The board should ensure it is supported by a suitably qualified and competent company secretary.
The board should formalize, periodically review and make public its board charter.
Principle 2 – Strengthen composition
The board should establish a Nominating Committee which should comprise exclusively of non-executive directors, a majority of whom must be independent. Recommendation 2.2
The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process and annual assessment of directors. Recommendation 2.3
The board should establish formal and transparent remuneration policies and procedures to attract and retain directors.
Principle 3 – Reinforce independence
The board should undertake an assessment of its independent directors annually. Recommendation 3.2
The tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the board subject to the director’s re-designation as a non-independent director.
The board must justify and seek shareholders’ approval in the event it retains as an independent director, a person who has served in that capacity...
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