Читать книгу Corporate Governance - Implementation Guide - Saleh Hussain - Страница 26

The responsibilities and powers of the Board of Directors and individual Board Members must be documented in form of a formal Board Charter or Terms of Reference document. The charter should also include rules on number of board meetings, proxy rules, number of board members, tenure of membership, appointment and re-appointment procedures, and should refer to the code of conduct for the Board.

Every board is encouraged to have a board charter outlining the roles and responsibilities of directors. The following are some of the matters that should be considered when developing a board charter:

•A general outline of the board’s purpose;

•An overview of the board’s monitoring role;

•Structure and membership, including a requirement that one-third of members or 2 directors, whichever is higher, be independent non-executive directors;

•A formal schedule of matters reserved for the board, including authority levels;

•A position description of the role of the chairman, CEO and executive directors as well as NEDs;

•Appointment of board committees;

•Director’s orientation and education programs; and

•Agreed procedure on taking independent professional advice at the company’s expense in furtherance of the directors’ duties (whether as a board or in their individual capacity).

The charter should be periodically reviewed and updated in accordance with the needs of the company and any new regulations that may have an impact on the discharge of the board’s responsibilities.

A sample board charter is provided in Appendix ‘B’ of this guidebook.