The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company
Corporate governance is the system by which the company is directed and controlled. Board of directors is responsible for the governance of the company. The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place.
The responsibilities of the Board include setting the company’s strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship.
The Board of Directors represents the membership of the organisation. The board sets in place policies, procedures, values and long-term planning to meet the mission of the organisation. The board does this through a governance structure. The structure a board decides to implement will dictate not only the policies of the organisation but also such things as the relationship between staff and the board, and the role and use of committees.
Corporate governance is therefore about what the board of a company does and how it sets the values of the company, and it is to be distinguished from the day to day operational management of the company by full-time executives.
A committee (or “commission”) is a body of one or more persons that is subordinate to a deliberative assembly. Usually, the assembly sends matters into a committee as a way to explore them more fully than would be possible if the assembly itself were considering them. Committees may have different functions and their type of work differ depending on the type of the organization and its needs.
- The Nomination Committee: A nomination committee is a committee that acts as part of an organization’s corporate governance. A nomination committee will evaluate the board of directors of its respective firm and examine the skills and characteristics needed in board candidates.
The nomination committee is a crucial part of a company’s corporate governance. This is a system of rules and processes that direct and controls a company. Corporate governance is essential for balancing the interests of a company’s many stakeholders, including but not limited to shareholders, management, customers, suppliers, financiers, government and community of users. Corporate governance provides the framework for attaining a company’s objectives.
- The Audit Committee: is a committee of the board of directors responsible for oversight of the financial reporting process, selection of the independent auditor, and receipt of audit results both internal and external. The committee assists the board of directors to fulfil its corporate governance and overseeing responsibilities in relation to an entity’s financial reporting, internal control system, risk management system and internal and external audit functions. Its role is to provide advice and recommendations to the board within the scope of its terms of reference/charter.
- The Corporate Governance Committee: shall perform the functions customarily performed by governance and nominating committees and any other functions assigned by the Board of Directors. In particular, the Corporate Governance Committee shall have the following duties and responsibilities: Report to the Board of Directors annually on matters of corporate governance, including standards of performance for Directors, the size of the Board, the structure, charter and composition of Board Committees and the Corporation’s recommendations regarding shareholder proposals required by law to be included in the Corporation’s proxy circular, as applicable. Develop and recommend to the Board of Directors a Board of Director’s charter and a Statement of Governance Guidelines and Principles, as well as the disclosure of the Corporation’s governance guidelines and principles in the Corporation’s public disclosure documents, in accordance with applicable laws and regulations, and review such guidelines and principles periodically but not less than annually, and recommend changes as deemed necessary.
- Remuneration Committee: functions and responsibilities are to make recommendations to the Board on the Company’s policy and structure for all directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing a remuneration policy, to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives, to make recommendations to the Board on the remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company
Table No.1 “Committee Membership”
|No.||Position||Nomination Committee||Audit Committee||Corporate Governance Committee||Remuneration Committee|
|1||Chief Executive Officer|
|2||Chief Technology Officer|
|3||Chief Financial Officer|
|4||Chief Marketing Officer|
- Board Charter
- Code of Conduct
- Majority Voting Policy