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    Principle 5 Reinforcing Board Independence

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    Joshua Egeron
    The document outlines principles for reinforcing board independence, including that the majority of board members should be non-executive directors with necessary qualifications. It states there should be at least 2 independent directors, neither of whom own more than 2% of company shares or have relationships with the company. Independent directors can serve a maximum of 9 cumulative years. The chairperson is responsible for meeting agendas focusing on strategy, while a lead independent director would serve if the chair is not independent. Directors with conflicts of interest must disclose them and abstain from relevant votes. Non-executive directors should have separate periodic meetings with auditors and risk officers without executives present.

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    Principle 5 Reinforcing Board Independence

    Uploaded by

    Joshua Egeron
    29 views2 pages
    The document outlines principles for reinforcing board independence, including that the majority of board members should be non-executive directors with necessary qualifications. It states there should be at least 2 independent directors, neither of whom own more than 2% of company shares or have relationships with the company. Independent directors can serve a maximum of 9 cumulative years. The chairperson is responsible for meeting agendas focusing on strategy, while a lead independent director would serve if the chair is not independent. Directors with conflicts of interest must disclose them and abstain from relevant votes. Non-executive directors should have separate periodic meetings with auditors and risk officers without executives present.

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    good governance graphic illustration

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    a1 principle

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    The document outlines principles for reinforcing board independence, including that the majority of board members should be non-executive directors with necessary qualifications. It states there should be at least 2 independent directors, neither of whom own more than 2% of company shares or have relationships with the company. Independent directors can serve a maximum of 9 cumulative years. The chairperson is responsible for meeting agendas focusing on strategy, while a lead independent director would serve if the chair is not independent. Directors with conflicts of interest must disclose them and abstain from relevant votes. Non-executive directors should have separate periodic meetings with auditors and risk officers without executives present.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as pdf or txt
    29 views2 pages

    Principle 5 Reinforcing Board Independence

    Uploaded by

    Joshua Egeron
    The document outlines principles for reinforcing board independence, including that the majority of board members should be non-executive directors with necessary qualifications. It states there should be at least 2 independent directors, neither of whom own more than 2% of company shares or have relationships with the company. Independent directors can serve a maximum of 9 cumulative years. The chairperson is responsible for meeting agendas focusing on strategy, while a lead independent director would serve if the chair is not independent. Directors with conflicts of interest must disclose them and abstain from relevant votes. Non-executive directors should have separate periodic meetings with auditors and risk officers without executives present.

    Copyright:

    © All Rights Reserved
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    Principle 5 Reinforcing Board

    Independence

    5.1 Bpard composition 5.2 Board should have 5.3 Qualification of Independent Directos 5.4 Term of Independent Director 5.5 Responsibility of Chairperson 5.6 Designation of lead director 5.7 Director with material and potential interest 5.8 Separate Meetings

    majority of non-executive directors who possess the 2 Independent Directors Doesnt have any relationship to the covered company Maximum cumulative of 9 years Chairperson Chief Executive Officer The Board should designate a lead director among the independent The non-executive directors should have separate periodic meetings
    necessary qualifications to effectively participate and help secure directors if the Chairperson of the Board is not independent In any transaction affecting the corporation should fully disclose his with the external auditor and heads of the internal audit, compliance
    objective, independent judgment on corporate affairs and to carry adverse interest, abstain from taking part in the and risk functions, without any executive directors present to ensure
    out proper checks and balances. deliberations for the same and recuse from voting on the approval of that proper checksand balances are in place within the corporation.
    the transaction. The meetings should be chaired by the lead independent director, if
    applicable
    1/3 of the members of the Board Not more than 2% shares After can be nominated as non-independent director Makes meeting agenda focuses on strategic matters Strategic Direction of Company

    Function of lead director


    Including Independent directors and Executive directors

    Which ever is higher Not a securities broker dealer Guarantees the Board receives clear information Implementation of Vision and Mission and overall strategy

    Serves as an intermediary between the Chairperson and the other


    directors when necessary

    Not affliated with any with any non-profi organization Facilitates discussions on key issues Knowledge of industry and core business purposes

    Convenes and chairs meetings of the NEDs

    Not emplyed as executive officer to another company Ensures the board inquires reports Guides the work of key officers

    Contributes to the performance evaluation of the Chairperson, as


    required.
    Others Others

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