Реклама. ООО «ЛитРес», ИНН: 7719571260.
Chapter 1 – THE BOARD OF DIRECTORS
1.1 THE BOARD OF DIRECTORS. 1.1.1 Explaining the Term: ‘Board of Directors’
1.1.2 Steps to Establish a Board of Directors
1.2 RESPONSIBILITIES OF THE BOARD
1.3 RESPONSIBILITIES OF BOARD MEMBERS
1.4 RIGHTS AND POWERS OF THE BOARD OF DIRECTORS
1.5 BOARD SIZE & COMPOSITION. 1.5.1 Classification of Board Membership
1.5.1.1 Executive Director
1.5.1.2 Non-Executive Director
1.5.1.3 Independent Director
1.5.2 Size of the Board
1.5.3 Board Composition
1.5.4 Board Chairman
1.6 APPOINTMENT OF DIRECTORS
1.6.1 Criteria for Appointment as Board Members
1.6.1.1 Fit and Proper Requirements
1.6.1.2 Attributes of a Director
1.6.2 Other Matters Related to Appointment of Directors
1.6.2.1 Limitation on Number of Directorships
1.6.2.2 Tenure of Membership
1.6.2.3 Appointment Letter for New Directors
1.6.2.4 Director’s Orientation/ Induction Training
1.7 BOARD CHARTER/ TERMS OF REFERENCE
1.7.1 Board Charter
Chapter 2 – BOARD IN ACTION
2.1 CONDUCT OF BOARD MEETINGS. 2.1.1 Board Meetings
2.1.2 Frequency of Board Meetings
2.1.3 Board Agenda and Meeting Papers
2.1.4 Attendance at Board Meetings
2.1.5 Taking Minutes of Board Meetings
2.2 BOARD’S DECISION MAKING PROCESS
2.3 STRATEGIC MANAGEMENT
2.3.1 Board’s Involvement in Strategic Management Process
2.3.2 Responsibilities of the Board Towards Strategic Management
2.4 FINANCIAL PERFORMANCE REVIEW
2.4.1 Responsibilities of the Board Towards Financial Performance Review
2.5 ENTERPRISE RISK MANAGEMENT (“ERM”)
2.5.1 Benefits of Enterprise Risk Management
2.5.2 Responsibilities of the Board Towards Enterprise Risk Management
2.6 CORPORATE GOVERNANCE
2.6.1 Defining Corporate Governance
2.6.2 Why Corporate Governance?
2.6.3 Responsibilities of the Board Towards Corporate Governance
2.7 RELATIONSHIP WITH COMPANY’S SENIOR MANAGEMENT & SHAREHOLDERS
2.7.1 Establish Management Structure and Appoint Senior Management
2.7.2 Review Succession Planning Process
2.7.3 Set Targets and Review Performance
2.7.4 Investors/ Shareholders Relations
2.8 CORPORATE SECRETARY
Chapter 3 – AUDIT COMMITTEE
3.1 AUDIT COMMITTEE. 3.1.1 Introduction
3.2 DUTIES AND RESPONSIBILITIES OF AUDIT COMMITTEE. 3.2.1 Duties and Responsibilities of Audit Committee
3.2.1.1 Oversee Financial Reporting
3.2.1.2 Supervise External and Internal Auditors
3.2.1.3 Assess Risk and Control Environment
3.2.1.4 Other Responsibilities
3.3 RIGHTS AND AUHORITIES OF AUDIT COMMITTEE. 3.3.1 Rights and Authorities of Audit Committee. 3.3.1.1 Right to Access Employees
3.3.1.2 Right to Access Company Records
3.3.1.3 Right to Access Independent Advice
3.4 SIZE OF AUDIT COMMITTEE
3.5 COMPOSITION OF AUDIT COMMITTEE
3.6 TERMS OF REFERENCE OF AUDIT COMMITTEE
3.7 CHAIRMAN OF AUDIT COMMITTEE
3.8 AUDIT COMMITTEE MEETINGS
3.9 AUDIT COMMITTEE SECRETARY
3.10 EVALUATION OF AUDIT COMMITTEE’S PERFORMANCE
Chapter 4 – NOMINATING COMMITTEE
4.1 NOMINATING COMMITTEE. 4.1.1 Nominating Committee
4.2 DUTIES AND RESPONSIBILITIES OF NOMINATING COMMITTEE. 4.2.1 Duties and Responsibilities of Nominating Committee
4.3 APPOINTMENT OF DIRECTORS. 4.3.1 Criteria for Appointment
4.3.2 Proposing Suitability of Candidate – Nominating Form
4.4 TRAINING AND DEVELOPMENT OF DIRECTORS
4.5 EVALUATION OF BOARD, COMMITTEES & DIRECTORS
4.6 CORPORATE SUCCESSION PLANNING
4.6.1 Succession Planning for Directors of the Board
4.6.2 Succession Planning for Senior Executive Management
4.7 SIZE, COMPOSITION AND MEETINGS OF NOMINATING COMMITTEE
Chapter 5 – REMUNERATION COMMITTEE
5.1 REMUNERATION COMMITTEE
5.2 DUTIES AND RESPONSIBILITIES OF REMUNERATION COMMITTEE
5.3 DEVELOPING REMUNERATION FRAMEWORK
5.3.1 Executive Directors’ Remuneration
5.3.2 Non-Executive Directors’ Remuneration
5.3.3 Officers’ Remuneration
5.4 SIZE, COMPOSITION AND MEETINGS OF REMUNERATION COMMITTEE
Chapter 6 – SHAREHOLDERS
6.1 SHAREHOLDERS
6.2 SHAREHOLDER RELATIONS
6.3 SHAREHOLDERS’ RIGHTS
6.4 CONDUCT OF SHAREHOLDERS’ MEETINGS. 6.4.1 Conduct of Shareholders’ Meetings
6.4.2 Attendance of All Directors and External Auditor at Shareholders’ Meeting
6.4.3 Maintenance of Corporate Website as a Tool of Communicating with Shareholders
6.4.4 Controlling Shareholders
6.5 DISCLOSURES TO SHAREHOLDERS
6.5.1 Corporate Governance Committee
Chapter 7 – GOVERNANCE IN ISLAMIC INSTITUTIONS
7.1 GOVERNANCE IN ISLAMIC INSTITUTIONS
7.1.1 Sharia’a Supervisory Board and Shari’a Governance System
7.1.2 Recommendations by the Code of Corporate Governance
7.2 GUIDING PRINCIPLES FOR ESTABLISHING SHARI’A GOVERNANCE SYSTEMS
7.3 GOVERNANCE STANDARDS FOR ISLAMIC FINANCIAL INSTITUTIONS
7.4 CBB RULES FOR ISLAMIC FINANCIAL INSTITUTIONS
Chapter 8 – CODE OF CONDUCT AND ETHICS
8.1 CODE OF CONDUCT AND ETHICS
8.1.1 Establishing a Code of Conduct
8.1.2 Implementing the Code of Conduct
8.2 CONFLICT OF INTEREST
8.3 WHISTLEBLOWING PROGRAM
8.3.1 Establishing a Whistleblowing Program
APPENDICES
APPENDIX ‘A’ – SAMPLE APPOINTMENT LETTER FOR BOARD MEMBER
APPENDIX ‘B’ – SAMPLE CHARTER OF THE BOARD
APPENDIX ‘C’ – EVALUATING ENTERPRISE RISK MANAGEMENT FRAMEWORK
APPENDIX ‘D’ – CORPORATE GOVERNANCE SELF-ASSESSMENT CHECKLIST
APPENDIX ‘E’ – SAMPLE OF AUTHORIZATION POLICY AND PROCEDURE
APPENDIX ‘F’ – CHARACTERISTICS OF EFFECTIVE AUDIT COMMITTEES
APPENDIX ‘G’ – SAMPLE CHARTER OF AUDIT COMMITTEE
APPENDIX ‘H’ – SAMPLE AGENDA OF AUDIT COMMITTEE MEETINGS
APPENDIX ‘I’ – SUGGESTED MATTERS TO DISCUSS IN AUDIT COMMITTEE MEETINGS
APPENDIX ‘J’ – SELF-ASSESSMENT CHECKLIST FOR AUDIT COMMITTEE
APPENDIX ‘K’ – PERFORMANCE EVALUATION SHEETS – BOARD, BOARD MEMBERS & BOARD COMMITTEES
APPENDIX ‘L’ – SAMPLE CHARTER OF NOMINATING COMMITTEE
APPENDIX ‘M’ – SAMPLE CHARTER OF REMUNERATION COMMITTEE
APPENDIX ‘N’ – CORPORATE GOVERNANCE DISCLOSURES
APPENDIX ‘O’ – SAMPLE CHARTER OF CORPORATE GOVERNANCE COMMITTEE
APPENDIX ‘P’ – SAMPLE TERMS OF REFERENCE OF THE SHARI’A SUPERVISORY BOARD
APPENDIX ‘Q’ – SAMPLE OPERATING PROCEDURES OF THE SHARI’A SUPERVISORY BOARD
APPENDIX ‘R’ – SAMPLE CODE OF CONDUCT POLICY
APPENDIX ‘S’ – SAMPLE CONFLICT OF INTEREST POLICY
APPENDIX ‘T’ – SAMPLE STATEMENT OF ETHICS
APPENDIX ‘U’ – SAMPLE WHISTLEBLOWING POLICY
APPENDIX ‘V’ – CODE OF CORPORATE GOVERNANCE OF BAHRAIN: ALL PRINCIPLES
REFERENCES
GLOSSARY
One of the main objectives of running a company is to maximize shareholder value. In order to achieve this objective, the company needs to be managed by a formalized and well established team of individuals; who would operate as per best interest of the company following a set of rules and optimal business practices. Corporate governance means the way in which business and affairs of each institution is directed and managed by their ‘Board of Directors’ (“Board”) and the ‘Management’.
The Board is the apex authority of any company; and is ultimately responsible for all past, present and future activities. The responsibilities and duties of the board as a whole have been defined in a variety of ways.
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•To make loans
•To approve annual or half-yearly or other periodical accounts as are required to be circulated to the members
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