The Critical Role of the Board of Directors in Acquisitions

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "The Critical Role of the Board of Directors in Acquisitions"

Transcription

1 The Critical Role of the Board of Directors in Acquisitions Note: This paper originally was published in October 2013 by Transaction Advisors ( Many are predicting the M&A market is poised to accelerate following protracted uncertainty in global markets. As these markets rebound, both strategic and financial buyers are eyeing ways to convert piles of cash idled by the economic downturn into profitable growth. M&A transactions can be used to reshape a company, whether by accelerating growth in an existing business, entering or exiting business lines, combining with another entity, or selling the company in its entirety. Depending on circumstances, M&A transactions range from friendly to unwelcome, sometimes even hostile. But in all cases, the board of directors must play a critical role in the transaction. Overview Many companies that want to grow via acquisitions lack a clearly defined strategy for doing so. Management may present potential deals to the board that are reactive. Often these deals appear on the board agenda with tight deadlines and accompanied by too much information that has little direct value. Even when deals are pushed as those the company can t afford to pass up, management may struggle to make the case for how the deal will fit with the company s strategy. Many companies build regular acquisitions into their growth strategies, but they often fail to handle the process as well as it could be managed at the board level. Much has been written as of late about the board s responsibility to improve its risk oversight role, which is a vital part of an organization s risk management process. As part of the risk oversight role, the board delegates responsibility for the day-to-day running of the company to management but retains control over all major decisions, including material M&A transactions. This risk oversight role is one of the key obligations of directors; it cannot be delegated. The board s fiduciary responsibilities increase when an M&A transaction is under consideration. Among many critical factors, the rise in litigation surrounding transactions is placing boards decisions and decision-making processes under increasing legal scrutiny. Therefore, it is important that boards maintain a record that shows a proper oversight process, regardless of other duties and responsibilities on their agenda.

2 As part of this oversight process, the boards of both the acquiring and target companies must decide whether a potential material transaction can proceed beyond an initial exploratory phase. Typically, the board of the potential acquirer would need to give approval to management before a material transaction is explored. Merger agreements require the approval of the acquiring and the target companies boards, as well as the target company s shareholders. In all cases, it is essential that the board become involved with potential transactions at the earliest possible opportunity. On either side of an M&A transaction, board involvement must be an active and informed process that is not tainted by conflicts of interest. What Is the Value? What Is the Risk? M&A can be a key part of an organization s strategy to accelerate growth, increase market share, and gain access to new technology, products and distribution channels. Yet, despite the best of intentions, these transactions often fail to meet value expectations. Many companies fall short of their targeted efforts to integrate people, process and technology before, during and after the merger, much to the detriment of shareholder value. Numerous studies peg the rate of failure at more than 70 percent. Such performance is unacceptable in just about any endeavor, but old lessons in M&A failures continue to be relearned by many companies. The question arises as to what role the board must have in overseeing the process of screening, selecting and pursuing M&A candidates, closing M&A transactions, and integrating acquired entities, with emphasis on reducing risk in M&A activity. Evaluating M&A opportunities can be the most high-stakes role a board plays, and potentially, one of the most frustrating. While some companies perform acquisitions regularly as part of their corporate strategy, others undertake such deals infrequently, especially major ones, and they can quickly become stressful events. Acquisitions inherently involve many uncertainties. Board actions and decisions often need to be made on an accelerated basis, and decisions made today may be second-guessed for years to come. No matter how diligently the board acts, there is often a disconnect between what the board needs to know to make the best decisions and what it can actually get from management and other sources. Frequently in the rush to make the case for a deal, management will flood the board with an excess of information documenting its rationale. However, to engage in their oversight role efficiently and effectively, boards should ask for key information to be pared down into a short board summary. This type of summary not only provides the board with the information it needs, but it also helps the management team which often becomes too focused on making a deal work articulate the strategic rationale for the deal. Key Considerations by Phase The board should start with an understanding of the strategic underpinnings of any proposed M&A transaction and use that perspective to evaluate the deal s benefits. Protiviti 2

3 Such strategic considerations include: Cost savings and/or additional revenues through new synergies that create new ways of doing business Cost-effective entrance into a new market Performance improvements through cost reductions Ability to command higher prices through acquiring of resources When M&A deals are proposed, it is the job of directors to ask probing questions to assess the validity and reasonableness of revenue and cost assumptions, benefits from expected synergies, and the plan to achieve those synergies. By exercising due diligence, directors can ensure that management s assumptions are tested, the deal pricing and the financing approach is evaluated, legal liabilities are investigated, internal controls are assessed, accounting policies and estimates are evaluated, cultural differences and staffing issues are understood, and related-party transactions are considered carefully. Next, the board should review the key terms of the transaction and ensure they make sense from both legal and business standpoints. Terms should be checked to see how they stack up against current market practice (e.g., the size of any termination fee). Other than price, these terms should include the transaction financing, closing conditions, deal protections and buyer walk-away rights. The so-called boilerplate should not be overlooked or included without critical analysis as they can become critical if a deal falls through. Before the deal is approved, the board should review carefully management's integration plan to make sure it understands where integration is necessary, how it is to be achieved and who is leading the integration efforts. The board needs to understand what potential obstacles could frustrate the plan s execution, especially where cultural differences may threaten the retention of key personnel. Compensation plans may also need to be adjusted where retention of key staff is a priority. In addition, directors should keep an eye on the integration of internal controls and the accounting for the transaction to ensure they are being reviewed properly Because M&A transactions are relatively infrequent for many companies, the board and management may not have a thoroughly vetted process by which to interact during an M&A process. For complex and risky transactions, the board should expect periodic updates from management at various stages of the due diligence process, as well as updates on the progress of the integration strategy after the deal is approved and consummated. To reduce the risks in these areas, the full board may take the lead during the transaction, or it may form special board committees of members with the skill sets and expertise needed to review the deal economics and integration plan and evaluate opportunities and risks. In some cases, it may be necessary to stress-test management s assumptions and rigorously examine deal pricing to avoid overpaying. Compliance and regulatory risks (such as tax, antitrust and corruption risk issues) also need to be assessed and mitigated. Questions for Directors During the deal process, boards must ask probing questions as they exercise their oversight responsibilities. Examples of some questions that boards of directors may want to consider, in the context of the kinds of risks inherent in the entity s operation, are presented below: Does M&A activity fit into management s current view of corporate strategy and why? Protiviti 3

4 What potential opportunities (and related risks) are there in growing via acquisition? How much cash is available to fund acquisitions, and how quickly can it be utilized? How much additional financing could be secured, from what sources and how quickly? What regulatory barriers would we need to overcome, and how likely it is they will be, bearing in mind the current antitrust enforcement environment? What are the current M&A trends in our industry? What legal developments are affecting our fiduciary duties? Do directors feel satisfied that management is responsive enough to provide them with the information they need in areas where they need to have close oversight, such as: o Key acquisition issues and potential integration challenges o An integration timeline, with key milestones and expected problems o Personnel issues, such as talent retention It s also a good idea for a board to take time to undertake an examination of previous deals to identify the experiences and outcomes, and apply lessons learned. What worked? What didn t work? Why? Were the key targets and timelines met? The answers could help inform the current decision and possibly result in a better deal. After the Deal Closes The role of the board does not end with the closing of the deal. The board must continue to provide oversight of management as it implements the transaction. Post-deal integration can often crystallize a host of issues, many of which may have been unforeseen at the time the deal was negotiated. Integration issues can bleed value from the combined entity and lead to the departure of key personnel. Such problems include, but are not limited to, cultural fit, communication habits and systems compatibility. The board should designate a member of senior management to drive decisions during the integration period and monitor progress toward the merged entity s goals. Other key considerations boards should keep in mind when evaluating any transaction: The fact that a company is seriously considering, has initiated or has been approached with an M&A deal constitutes highly sensitive information that directors need to ensure is kept confidential until the time is ripe for disclosure (as discussed below). Corporate communications in the M&A context should, as always, be coordinated through the senior executive team and approved as appropriate by the board. In most cases, the CEO will lead communication efforts, but in certain circumstances an independent chairman or lead director may be assigned. Each director should be reminded that all queries about the deal are to be directed to the official communication channels to ensure delivery of a consistent message and reduced risk of noncompliant disclosures. Finally, the board should review important disclosures about the deal, such as the announcement press release, proxy statement and/or tender offer documents. M&A transactions are typically announced only when they are at an advanced stage (such as upon the signing of a merger agreement). An announcement before a deal is fully baked can wreak havoc on the company s stock price if either or both parties decide to back out of the deal. For this reason, as a matter of policy, many companies will not respond to market rumors. Protiviti 4

5 Summary Continuing globalization of markets, increased competition, and increasing regulatory oversights are mandating the need for enhanced risk oversight from boards of directors. This oversight is especially important when an organization pursues growth through acquisition strategy. While M&A can be a great tool for enhancing shareholder value, management remains accountable for designing and managing the risks inherent in these types of transactions. The board s role is vital in overseeing these risks in the interest of protecting shareholder value. There should be independent scrutiny as to the strategic fit of any transaction. This should be coupled with understanding of the key due diligence, operational and cultural integration risks by asking the right questions and requiring summarized and key financial information that is relevant to the transaction. This synergistic approach between management and the board provides the greatest opportunity to better manage the risk and capture the targeted values of M&A deals. About Protiviti Protiviti ( is a global consulting firm that helps companies solve problems in finance, technology, operations, governance, risk and internal audit, and has served more than 35 percent of FORTUNE 1000 and FORTUNE Global 500 companies. Protiviti and its independently owned Member Firms serve clients through a network of more than 70 locations in over 20 countries. The firm also works with smaller, growing companies, including those looking to go public, as well as with government agencies. Protiviti is a wholly owned subsidiary of Robert Half (NYSE: RHI). Founded in 1948, Robert Half is a member of the S&P 500 index. Contacts Jim Ryan Protiviti Inc. An Equal Opportunity Employer M/F/D/V. Protiviti is not licensed or registered as a public accounting firm and does not issue opinions on financial statements or offer attestation services.

More M&A activity over the next 18 months is expected

More M&A activity over the next 18 months is expected Yoo Jaechang/TongRo Images/Corbis The Board s Role in M&A Transactions In her regular column on corporate governance issues, Holly Gregory explains recent developments that add complexity to a board s

More information

ARDMORE SHIPPING CORPORATION AUDIT COMMITTEE CHARTER

ARDMORE SHIPPING CORPORATION AUDIT COMMITTEE CHARTER ARDMORE SHIPPING CORPORATION AUDIT COMMITTEE CHARTER This Audit Committee Charter ("Charter") has been adopted by the Board of Directors (the "Board") of Ardmore Shipping Corporation (the "Company"). The

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES As of February 2012 CORPORATE GOVERNANCE GUIDELINES I. Introduction These corporate governance principles have been adopted by the Board of Directors (the Board ) of L-3 Communications Holdings, Inc. (

More information

AMERICAN ELECTRIC POWER COMPANY, INC. PRINCIPLES OF CORPORATE GOVERNANCE OF THE BOARD OF DIRECTORS Amended as of September 23, 2015

AMERICAN ELECTRIC POWER COMPANY, INC. PRINCIPLES OF CORPORATE GOVERNANCE OF THE BOARD OF DIRECTORS Amended as of September 23, 2015 AMERICAN ELECTRIC POWER COMPANY, INC. PRINCIPLES OF CORPORATE GOVERNANCE OF THE BOARD OF DIRECTORS Amended as of September 23, 2015 Under New York law, the Company is managed under direction of the Board

More information

Schedule 46 SAO Certificate FAQs

Schedule 46 SAO Certificate FAQs Schedule 46 SAO Certificate FAQs Ensuring Correct Completion and Submission of the SAO Certificate The first submission of the Schedule 46 Finance Act 2009 (FA09) senior accounting officer (SAO) certificate

More information

ORICA LIMITED 1) THE BOARD - 2) BOARD COMMITTEES - 3) CHAIRMAN - 4) MANAGING DIRECTOR & CEO

ORICA LIMITED 1) THE BOARD - 2) BOARD COMMITTEES - 3) CHAIRMAN - 4) MANAGING DIRECTOR & CEO ORICA LIMITED 1) THE BOARD - Powers, Duties and Responsibilities 2) BOARD COMMITTEES - Overview 3) CHAIRMAN - Remit 4) MANAGING DIRECTOR & CEO - Remit DEFINITIONS In these documents: the Company means

More information

Effectively Creating and Leveraging a Board of Directors for Privately Held Companies

Effectively Creating and Leveraging a Board of Directors for Privately Held Companies Effectively Creating and Leveraging a Board of Directors for Privately Held Companies Background The board of directors is a term that strikes fear into the hearts of most management teams. It is the group

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES OF Ed. Nov. 2015 1 Torchmark Corporation Corporate Governance Guidelines The following Corporate Governance Guidelines have been adopted by the Board of Directors of Torchmark

More information

Risk and Audit Committee Terms of Reference. 16 June 2016

Risk and Audit Committee Terms of Reference. 16 June 2016 Risk and Audit Committee Terms of Reference 16 June 2016 Risk and Audit Committee Terms of Reference BHP Billiton Limited and BHP Billiton Plc Approved by the Boards of BHP Billiton Limited and BHP Billiton

More information

CVS HEALTH CORPORATION A Delaware corporation (the Company ) Audit Committee Charter Amended as of September 24, 2014

CVS HEALTH CORPORATION A Delaware corporation (the Company ) Audit Committee Charter Amended as of September 24, 2014 CVS HEALTH CORPORATION A Delaware corporation (the Company ) Audit Committee Charter Amended as of September 24, 2014 Purpose The Audit Committee (the Committee ) is created by the Board of Directors of

More information

A. Purpose of the Committee

A. Purpose of the Committee Audit and Finance Committee Charter There shall be a committee of the Board of Directors (the Board ) of (the Corporation ) to be known as the Audit and Finance Committee ( Committee ) with purpose, composition,

More information

EVENT READINESS: IS YOUR IPO PMO READY?

EVENT READINESS: IS YOUR IPO PMO READY? EVENT READINESS: IS YOUR IPO PMO READY? REINVENTING PROJECT MANAGEMENT PRACTICES TO DRIVE COMPANIES TOWARD A SUCCESSFUL IPO The high-risk, high-reward nature of becoming a public company in today s environment

More information

TECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER

TECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER Page 1 of 7 A. GENERAL 1. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Teck Resources Limited ( the Corporation ) is to provide an open avenue of

More information

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016 CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE As of August 4, 2016 The Board of Directors of CI Financial Corp. (the Company ) is responsible for the stewardship of the Company and in that regard has the

More information

Mergers and Acquisitions Operational Synergies Perspectives on the Winning Approach

Mergers and Acquisitions Operational Synergies Perspectives on the Winning Approach Mergers and Acquisitions Operational Synergies Perspectives on the Winning Approach Part 1 of the Miniseries on Mergers and Acquisitions Operational Synergies Mergers and Acquisitions Operational Synergies

More information

COMPLIANCE POLICY. October 6, 2015 Policy Number: RMP 01/15 Version P a g e

COMPLIANCE POLICY. October 6, 2015 Policy Number: RMP 01/15 Version P a g e COMPLIANCE POLICY October 6, 2015 Policy Number: RMP 01/15 Version 1.0 0 P a g e Policy: Compliance Policy Level: Enterprise Wide Policy Type: Risk Management Policy Owner: Head of Risk Management Unit

More information

Audit and Risk Committee Charter. Knosys Limited ACN 604 777 862 (Company)

Audit and Risk Committee Charter. Knosys Limited ACN 604 777 862 (Company) Audit and Risk Committee Charter Knosys Limited ACN 604 777 862 (Company) Audit and Risk Committee Charter 1. Introduction 1.1 The Audit and Risk Committee is a committee established by the board of directors

More information

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014 GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company

More information

Control Self-Assessment. The Future of Store Audits in Retail Stores

Control Self-Assessment. The Future of Store Audits in Retail Stores Control Self-Assessment The Future of Store Audits in Retail Stores Introduction According to the 2003 National Retail Security Survey, produced by Richard Hollinger at the University of Florida, retailers

More information

United States of America Takeover Guide

United States of America Takeover Guide United States of America Takeover Guide Contact Richard Hall Cravath, Swaine & Moore LLP rhall@cravath.com Contents Page INTRODUCTION 1 TENDER OFFERS VERSUS MERGERS 1 IN THE BEGINNING 2 REGULATION OF TENDER

More information

(Incorporated in the Cayman Islands with limited liability) (amended and restated with effect from 1 January 2016)

(Incorporated in the Cayman Islands with limited liability) (amended and restated with effect from 1 January 2016) (Incorporated in the Cayman Islands with limited liability) (Stock code: 00474) (the Company, together with its subsidiaries, the Group ) Terms of reference (the Regulations ) relating to the audit committee

More information

WHAT TO EXPECT DURING DUE DILIGENCE AT VOLARIS GROUP

WHAT TO EXPECT DURING DUE DILIGENCE AT VOLARIS GROUP WHAT TO EXPECT DURING DUE DILIGENCE AT VOLARIS GROUP ABOUT THE DUE DILIGENCE PROCESS The Due Diligence process is where both the buyer and seller look to validate assumptions about their relationship moving

More information

Governance Guideline SEPTEMBER 2013 BC CREDIT UNIONS. www.fic.gov.bc.ca

Governance Guideline SEPTEMBER 2013 BC CREDIT UNIONS. www.fic.gov.bc.ca Governance Guideline SEPTEMBER 2013 BC CREDIT UNIONS www.fic.gov.bc.ca INTRODUCTION The Financial Institutions Commission 1 (FICOM) holds the Board of Directors 2 (board) accountable for the stewardship

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The term "Corporation" refers to Pembina Pipeline Corporation, the term "Pembina" refers collectively to the Corporation and all entities controlled by the Corporation,

More information

Houston Compensation & Benefits. Post-Deal Integration Planning for Compensation & Benefits. Wednesday, April 22, 2015

Houston Compensation & Benefits. Post-Deal Integration Planning for Compensation & Benefits. Wednesday, April 22, 2015 Houston Compensation & Benefits Post-Deal Integration Planning for Compensation & Benefits Wednesday, April 22, 2015 Agenda Deal Timeline/Background Integration of Compensation and Benefits Medical/Retirement

More information

Restaurant Brands International Inc. A corporation continued under the laws of Canada. Audit Committee Charter Originally adopted December 11, 2014

Restaurant Brands International Inc. A corporation continued under the laws of Canada. Audit Committee Charter Originally adopted December 11, 2014 Overview Restaurant Brands International Inc. A corporation continued under the laws of Canada Audit Committee Charter Originally adopted December 11, 2014 Amended October 30, 2015 This Charter identifies

More information

Beating the Odds How companies can improve value through M&A

Beating the Odds How companies can improve value through M&A Beating the Odds How companies can improve value through M&A Executive Summary Board members and executives at Fortune 500 companies in the Consumer and Industrial Products (C&IP) industry generally accept

More information

2.1.2 The Board has delegated responsibility for overall management of the Group to the Group Managing Director.

2.1.2 The Board has delegated responsibility for overall management of the Group to the Group Managing Director. NATIONAL COMMERCIAL BANK JAMAICA LIMITED BOARD CHARTER National Commercial Bank Jamaica Limited has adopted the following Charter to guide the Bank and its subsidiaries ( The Group ) in the execution of

More information

EXPERT GUIDE Mergers & Acquisitions 2014. May 2014

EXPERT GUIDE Mergers & Acquisitions 2014. May 2014 EXPERT GUIDE Mergers & Acquisitions 2014 May 2014 Steven J. Daniels steven.daniels@skadden.com +1 302 651 3240 Faiz Ahmad faiz.ahmad@skadden.com +1 302 651 3045 Managing Sell-Side Financial Advisor Conflicts

More information

AMERICAN INTERNATIONAL GROUP, INC. RISK AND CAPITAL COMMITTEE CHARTER (Effective September 16, 2015)

AMERICAN INTERNATIONAL GROUP, INC. RISK AND CAPITAL COMMITTEE CHARTER (Effective September 16, 2015) I. Purpose of Committee AMERICAN INTERNATIONAL GROUP, INC. RISK AND CAPITAL COMMITTEE CHARTER (Effective September 16, 2015) The Risk and Capital Committee (the Committee ) of the Board of Directors (the

More information

Compensation Committee Best Practices

Compensation Committee Best Practices Compensation Committee Best Practices Compensation Committee Best Practices Table of Contents 1 What Constitutes Compensation Committee Best Practices...1 2 What are the take aways from recent developments

More information

Coventry Resources Inc. Corporate Governance Statement (current as at 30 June 2015)

Coventry Resources Inc. Corporate Governance Statement (current as at 30 June 2015) Coventry Resources Inc. Corporate Governance Statement (current as at 30 June 2015) The Board of Directors are responsible for the overall strategy, governance and performance of Coventry Resources Inc.

More information

BELMOND LTD. (the "Company") Charter of the Audit Committee of the Board of Directors

BELMOND LTD. (the Company) Charter of the Audit Committee of the Board of Directors BELMOND LTD. (the "Company") Charter of the Audit Committee of the Board of Directors I. PURPOSE The Audit Committee of the Board of Directors of the Company is established for the primary purpose of assisting

More information

BOARD CHARTER 1. PURPOSE

BOARD CHARTER 1. PURPOSE BOARD CHARTER 1. PURPOSE This statement sets out the role, responsibilities, structure and processes of the Board of Wolf Minerals Limited ( Wolf or Board the Company ). The disclosure of the role and

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP 1 EverBank Financial Corp Charter of the Audit Committee I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee

More information

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P.

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Ferrellgas Partners, L.P. and its operating subsidiary, Ferrellgas, L.P., are limited partnerships

More information

PUBLIC STORAGE CORPORATE GOVERNANCE GUIDELINES AND TRUSTEES CODE OF ETHICS

PUBLIC STORAGE CORPORATE GOVERNANCE GUIDELINES AND TRUSTEES CODE OF ETHICS PUBLIC STORAGE CORPORATE GOVERNANCE GUIDELINES AND TRUSTEES CODE OF ETHICS Selection and Composition of the Board 1. Board Membership Criteria The Board of Trustees (the Board ) of Public Storage (the

More information

Grooming Your Business for Sale

Grooming Your Business for Sale PRIVATE COMPANIES Grooming Your Business for Sale Plan for the Future but Be Prepared for the Unexpected KPMG ENTERPRISE 2 Grooming Your Business for Sale Grooming Your Business for Sale Plan for the Future

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION Purposes The Audit Committee of the Board of Directors of the Company oversees (a) the accounting and financial reporting

More information

Audit, Risk Management and Compliance Committee Charter

Audit, Risk Management and Compliance Committee Charter Audit, Risk Management and Compliance Committee Charter Woolworths Limited Adopted by the Board on 27 August 2013 page 1 1 Introduction This Charter sets out the responsibilities, structure and composition

More information

CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS OF ARTVENTIVE MEDICAL GROUP, INC.

CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS OF ARTVENTIVE MEDICAL GROUP, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS OF ARTVENTIVE MEDICAL GROUP, INC. Adopted by the Board of Directors as of May 5, 2013 Introduction; Role of the Board The Board of Directors (the

More information

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Advanced Drainage Systems, Inc. (the Company

More information

Monetary Authority of Singapore BOARD AND SENIOR MANAGEMENT

Monetary Authority of Singapore BOARD AND SENIOR MANAGEMENT Monetary Authority of Singapore BOARD AND SENIOR MANAGEMENT March 2013 Table of Contents 1 Introduction 1 1.1 Overview 1 1.2 Board Matters 2 1.3 Matters Relating to Senior Management 4 1.4 Reporting to

More information

CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF QUALYS, INC.

CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF QUALYS, INC. CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF QUALYS, INC. PURPOSE The purpose of the Nominating and Governance Committee is to ensure that the board of directors (the

More information

February 2015. Sample audit committee charter

February 2015. Sample audit committee charter February 2015 Sample audit committee charter Sample audit committee charter This sample audit committee charter is based on observations of selected companies and the requirements of the SEC, the NYSE,

More information

BOARD OF DIRECTORS CHARTER

BOARD OF DIRECTORS CHARTER BOARD OF DIRECTORS CHARTER AMENDED MARCH 2016 1 BOARD OF DIRECTORS CHARTER OF WSP GLOBAL INC. (THE "CORPORATION") AMENDED MARCH 2016 A. PURPOSE The role of the board of directors of the Corporation (the

More information

TELESTA THERAPEUTICS INC. BOARD MANDATE AND GOVERNANCE GUIDELINES

TELESTA THERAPEUTICS INC. BOARD MANDATE AND GOVERNANCE GUIDELINES TELESTA THERAPEUTICS INC. Effective September 23, 2014 Revised Date: January 23, 2015 Please take that the masculine gender is used in this document without any discrimination and only to lighten the text

More information

SunTrust Banks, Inc. Audit Committee of the Board of Directors Charter

SunTrust Banks, Inc. Audit Committee of the Board of Directors Charter SunTrust Banks, Inc. Audit Committee of the Board of Directors Charter PURPOSE The audit committee (the Committee ) is appointed by the board of directors of the company to assist the board of directors

More information

Class V Common Stock FAQ

Class V Common Stock FAQ A) General Questions Class V Common Stock FAQ ) What is the tracking stock? The tracking stock will be a class of common stock ( Class V Common Stock ) issued by the parent company ( Denali ) of Dell Inc.

More information

JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES

JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES JAGUAR MINING INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of Jaguar Mining Inc. (the "Corporation") places great importance on the maintenance of an accountable and effective

More information

[Organisation Name] KEY [COMPANY NAME] A.B.N. XX-XXX-XXX-XXX. Board [Name] Committee Charter / Terms of Reference

[Organisation Name] KEY [COMPANY NAME] A.B.N. XX-XXX-XXX-XXX. Board [Name] Committee Charter / Terms of Reference This is a sample charter / terms of reference for a board committee. Each heading is accompanied by an explanation of the purpose of each element of the charter / terms of reference. KEY = Explanatory

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC. Adopted by the Board of Directors on July 24, 2007; and as amended June 13, 2014. Pursuant to duly adopted

More information

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Approved: November 8, 2011

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Approved: November 8, 2011 I. Purpose and authority CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee is established by and among the Board of Directors (the Board ) for the primary purpose of assisting

More information

How To Choose The Right Form Of Joint Venture

How To Choose The Right Form Of Joint Venture Portfolio Media. Inc. 860 Broadway, 6th Floor New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com How To Choose The Right Form Of Joint Venture Law360,

More information

February 2015. Audit committee performance evaluation

February 2015. Audit committee performance evaluation February 2015 Audit committee performance evaluation Audit committee performance evaluation The following questionnaire is based on emerging and leading practices to assist in the self-assessment of an

More information

Managing Regulatory Compliance and AML Risk in a Virtual Currency World

Managing Regulatory Compliance and AML Risk in a Virtual Currency World Managing Regulatory Compliance and AML Risk in a Virtual Currency World Issue When you first think of virtual currency (also known as digital currency), the video gaming industry may be what first comes

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES 1. Director Qualifications The Board of Directors (the Board ) of Waters Corporation (the Company ) shall have a majority of directors who meet the criteria for independence

More information

CHARTER THE AUDIT COMMITTEE POLARIS MINERALS CORPORATION

CHARTER THE AUDIT COMMITTEE POLARIS MINERALS CORPORATION CHARTER OF THE AUDIT COMMITTEE OF POLARIS MINERALS CORPORATION As Approved by the Board of Directors on December 20, 2005, as amended as of March 18, 2008 DM_VAN/258296-00036/6412418.1 POLARIS MINERALS

More information

And Its General Partner,

And Its General Partner, CORPORATE GOVERNANCE GUIDELINES OF MARKWEST ENERGY PARTNERS, L.P. And Its General Partner, MARKWEST ENERGY GP, L.L.C. The Board of Directors (the "Board") of MarkWest Energy GP, L.L.C. (the General Partner

More information

MERCER WEBCAST PART TWO DIVESTITURES DECEMBER 4, 2014. Jeff Cox, Chicago Doug Johnson, Toronto Chuck Moritt, Washington DC

MERCER WEBCAST PART TWO DIVESTITURES DECEMBER 4, 2014. Jeff Cox, Chicago Doug Johnson, Toronto Chuck Moritt, Washington DC MERCER WEBCAST PART TWO DIVESTITURES DECEMBER 4, 2014 Jeff Cox, Chicago Doug Johnson, Toronto Chuck Moritt, Washington DC Today s Speakers Jeff Cox Senior Partner Doug Johnson Partner Chuck Moritt Senior

More information

Comtech Telecommunications Corp. to Acquire TeleCommunication Systems, Inc. in a $430.8 Million Strategic and Cash Accretive Transaction

Comtech Telecommunications Corp. to Acquire TeleCommunication Systems, Inc. in a $430.8 Million Strategic and Cash Accretive Transaction + Comtech Telecommunications Corp. to Acquire TeleCommunication Systems, Inc. in a $430.8 Million Strategic and Cash Accretive Transaction Creates Scale and More Diversified Earnings Provides Entry into

More information

The Board has also adopted the following governance objectives. 9. To ensure the effective monitoring and management of health and safety.

The Board has also adopted the following governance objectives. 9. To ensure the effective monitoring and management of health and safety. Board Charter November 2016 Introduction This charter and the board committees charters and policies set out the governance requirements for the Spark New Zealand Board. These include the roles and responsibilities,

More information

Mergers & Acquisitions. Turnaround & Restructuring. Litigation Support & Expert Testimony. Valuation Services

Mergers & Acquisitions. Turnaround & Restructuring. Litigation Support & Expert Testimony. Valuation Services Turnaround & Restructuring Litigation Support & Expert Testimony Mergers & Acquisitions Valuation Services Turnaround & Restructuring Turnaround & Restructuring Turnaround & Restructuring MCA Financial

More information

OSC STAFF NOTICE Going Concern Disclosure Review

OSC STAFF NOTICE Going Concern Disclosure Review OSC STAFF NOTICE 52-719 Going Concern Disclosure Review Introduction Staff of the Ontario Securities Commission conducted a review to assess the timeliness and adequacy of disclosures in financial statements

More information

The ADT Corporation. Audit Committee Charter. December 2014

The ADT Corporation. Audit Committee Charter. December 2014 The ADT Corporation Audit Committee Charter December 2014 1 TABLE OF CONTENTS Purpose... 3 Authority... 3 Composition... 3 Meetings... 3 Responsibilities... 4 Financial Statements... 4 External Audit...

More information

Reorganising central government. Synergy reporting for Mergers and Acquisitions

Reorganising central government. Synergy reporting for Mergers and Acquisitions Reorganising central government Synergy reporting for Mergers and Acquisitions MARCH 2010 Contents Drawing parallels with the private sector National Audit Office Synergy reporting for Mergers and Acquisitions

More information

E X E C U T I V E R E W A R D S

E X E C U T I V E R E W A R D S W H E A LT H W E A LT H C A R E E R E X E C U T I V E R E W A R D S T H E M E R C E R A D V A N T A G E The executive rewards and governance landscape is increasingly complex. Scrutiny abounds from shareholders,

More information

MetLife, Inc. Audit Committee Charter. (as reviewed October 27, 2015; as amended and restated effective October 27, 2015)

MetLife, Inc. Audit Committee Charter. (as reviewed October 27, 2015; as amended and restated effective October 27, 2015) MetLife, Inc. Audit Committee Charter (as reviewed October 27, 2015; as amended and restated effective October 27, 2015) Role of the Audit Committee The Audit Committee (the Committee ) is appointed by

More information

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. CHARTER OF THE TALENT AND COMPENSATION COMMITTEE

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. CHARTER OF THE TALENT AND COMPENSATION COMMITTEE VALEANT PHARMACEUTICALS INTERNATIONAL, INC. CHARTER OF THE TALENT AND COMPENSATION COMMITTEE 1. PURPOSE The (the Committee ) of Valeant Pharmaceuticals International, Inc. ( Valeant ) is appointed by the

More information

AMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER

AMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER AMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER As adopted by the Board of Directors on December 9, 2013 The Board of Directors (the Board ) of American Airlines Group Inc. (the Company ) hereby sets

More information

PROTIVITI FLASH REPORT

PROTIVITI FLASH REPORT PROTIVITI FLASH REPORT Is Department of Justice Dismissal of Morgan Stanley Case a Litmus Test for Corruption Risk Compliance? November 1, 2012 In April 2012, a former Morgan Stanley managing director

More information

HEALTH, SAFETY & ENVIRONMENT AND BUSINESS RISK COMMITTEE CHARTER

HEALTH, SAFETY & ENVIRONMENT AND BUSINESS RISK COMMITTEE CHARTER HEALTH, SAFETY & ENVIRONMENT AND BUSINESS RISK COMMITTEE CHARTER DATE OF ISSUE: VERSION NO.: 1 PROCEDURES: N/A North American Energy Partners Inc. Health, Safety & Environment and Business Risk Committee

More information

Selling The Company? Some Considerations For Directors

Selling The Company? Some Considerations For Directors Portfolio Media. Inc. 860 Broadway, 6th Floor New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com Selling The Company? Some Considerations For Directors

More information

Examination Process Management Review November 4, 2002

Examination Process Management Review November 4, 2002 1 Examination Process Management Review November 4, 2002 Evaluating the quality and effectiveness of management is a major examination step. This examination step is aimed more at the future than the current

More information

SMFG Corporate Governance Guideline

SMFG Corporate Governance Guideline [Translation] SMFG Corporate Governance Guideline Chapter 1 General provisions Article 1 Purpose The purpose of this SMFG Corporate Governance Guideline (this Guideline ) is for Sumitomo Mitsui Financial

More information

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC I. PURPOSE OF THE COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015 The purpose of the Audit Committee (the Committee

More information

GLOBAL GUIDE TO M&A TAX

GLOBAL GUIDE TO M&A TAX Quality tax advice, globally GLOBAL GUIDE TO M&A TAX 2013 EDITION www.taxand.com CYPRUS Cyprus From a Buyer s Perspective 1. What are the main differences among acquisitions made through a share deal versus

More information

Getting more value from a divestiture. a relentless focus on human capital

Getting more value from a divestiture. a relentless focus on human capital Getting more value from a divestiture a relentless focus on human capital IN THE WORLD OF M&A, SUCCESSFUL ACQUISITIONS REQUIRE KEEN ATTENTION TO PEOPLE-RELATED ISSUES. HOWEVER, THE FLIP SIDE OF M&A, THE

More information

Guidance Note: Corporate Governance - Board of Directors. March 2015. Ce document est aussi disponible en français.

Guidance Note: Corporate Governance - Board of Directors. March 2015. Ce document est aussi disponible en français. Guidance Note: Corporate Governance - Board of Directors March 2015 Ce document est aussi disponible en français. Applicability The Guidance Note: Corporate Governance - Board of Directors (the Guidance

More information

UNIVERSAL AMERICAN CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

UNIVERSAL AMERICAN CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Organization UNIVERSAL AMERICAN CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS This charter governs the operations of the Audit Committee of Universal American Corp. (the Company ). The

More information

PROTIVITI FLASH REPORT

PROTIVITI FLASH REPORT PROTIVITI FLASH REPORT HHS Announces Plans to Reconsider Implementation Timeline for U.S. Healthcare Industry s Transition to ICD-10 February 17, 2012 On Wednesday, February 15, the Department of Health

More information

DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines

DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines Effective October 9, 2014 A. Purpose The Board of Directors (the "Board") of the Company has adopted the following Corporate Governance guidelines

More information

GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES

GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of Garmin Ltd. (the "Company") has adopted these Corporate Governance Guidelines ("Guidelines"), in order to assist the

More information

PERFORMANCE SPORTS GROUP LTD. CORPORATE GOVERNANCE GUIDELINES

PERFORMANCE SPORTS GROUP LTD. CORPORATE GOVERNANCE GUIDELINES PERFORMANCE SPORTS GROUP LTD. CORPORATE GOVERNANCE GUIDELINES 1.0 Introduction The board of directors (the Board ) of Performance Sports Group Ltd. (the Corporation ) is elected by the shareholders of

More information

WELLTOWER INC AUDIT COMMITTEE CHARTER

WELLTOWER INC AUDIT COMMITTEE CHARTER WELLTOWER INC AUDIT COMMITTEE CHARTER Purposes The Audit Committee (the Committee ) is appointed by the Board of Directors ( Board ) to assist the Board in monitoring (1) the integrity of the financial

More information

Corporate Governance Report

Corporate Governance Report Corporate Governance Report Chairman s introduction From 1 January 2015 until 31 December 2015, the company applied the 2014 edition of the UK Corporate Governance Code (the Code ). 1. BOARD COMPOSITION

More information

PROPOSED INTERNATIONAL STANDARD ON AUDITING (ISA) 701 COMMUNICATING KEY AUDIT MATTERS IN THE INDEPENDENT AUDITOR S REPORT

PROPOSED INTERNATIONAL STANDARD ON AUDITING (ISA) 701 COMMUNICATING KEY AUDIT MATTERS IN THE INDEPENDENT AUDITOR S REPORT PROPOSED INTERNATIONAL STANDARD ON AUDITING (ISA) 701 COMMUNICATING KEY AUDIT MATTERS IN THE INDEPENDENT AUDITOR S REPORT Introduction (Effective for audits of financial statements for periods [beginning/ending

More information

SunTrust Banks, Inc. Audit Committee of the Board of Directors Charter

SunTrust Banks, Inc. Audit Committee of the Board of Directors Charter SunTrust Banks, Inc. Audit Committee of the Board of Directors Charter PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of SunTrust Banks, Inc. (the Company

More information

EXECUTIVE REWARDS THE MERCER ADVANTAGE

EXECUTIVE REWARDS THE MERCER ADVANTAGE EXECUTIVE REWARDS THE MERCER ADVANTAGE EXECUTIVE REWARDS THE MERCER ADVANTAGE The executive rewards and governance landscape is increasingly complex. Scrutiny abounds from shareholders, proxy advisers,

More information

The Toronto-Dominion Bank

The Toronto-Dominion Bank The Toronto-Dominion Bank CORPORATE GOVERNANCE GUIDELINES OBJECTIVE The Board of Directors and the management of The Toronto-Dominion Bank ( the Bank ) are committed to leadership in corporate governance.

More information

Time Warner Cable Inc. Audit Committee Charter. Effective February 14, 2013

Time Warner Cable Inc. Audit Committee Charter. Effective February 14, 2013 Time Warner Cable Inc. Audit Committee Charter Effective February 14, 2013 The Board of Directors of Time Warner Cable Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries)

More information

3 August 2012 Policy updated to reflect name changes and alignment with current Aurora Energy Group Policy standards.

3 August 2012 Policy updated to reflect name changes and alignment with current Aurora Energy Group Policy standards. Aurora Energy Risk Management Policy Version History REV NO. DATE REVISION DESCRIPTION APPROVAL 0 19/11/98 Risk Management Policy Prepared by: Manager Internal Audit 1 March 2007 Risk Management Policy

More information

CORPORATE GOVERNANCE GUIDELINES. (Adopted as of June 2, 2014)

CORPORATE GOVERNANCE GUIDELINES. (Adopted as of June 2, 2014) CORPORATE GOVERNANCE GUIDELINES (Adopted as of June 2, 2014) The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Arista Networks, Inc.

More information

DTE ENERGY COMPANY AUDIT COMMITTEE CHARTER

DTE ENERGY COMPANY AUDIT COMMITTEE CHARTER DTE ENERGY COMPANY AUDIT COMMITTEE CHARTER Purpose The purpose of the Audit Committee is to assist the Board of Directors in its oversight of the: 1. Integrity of the Company s financial statements; 2.

More information

Addressing Internal Controls in Your ERP Implementation - Working with Your System Integrator to Engineer Compliance By John Folk, Protiviti Inc.

Addressing Internal Controls in Your ERP Implementation - Working with Your System Integrator to Engineer Compliance By John Folk, Protiviti Inc. Addressing Internal Controls in Your ERP Implementation - Working with Your System Integrator to Engineer Compliance By John Folk, Protiviti Inc. Despite the already heavy penetration of ERP software in

More information

www.bishopfleming.co.uk A Guide to the Due Diligence Process

www.bishopfleming.co.uk A Guide to the Due Diligence Process A Guide to the Due Diligence Process What is due diligence? Due diligence is an investigation in to the affairs of a company prior to its acquisition, disposal, refinancing, restructure, public listing

More information

GOING PUBLIC IN CANADA

GOING PUBLIC IN CANADA GOING PUBLIC IN CANADA CASSELS BROCK IN BRIEF Canadian law firm of more than 200 lawyers based in Toronto and Vancouver focused on serving the transaction, advocacy and advisory needs of the country s

More information

Final Draft Guidance on Audit Committees

Final Draft Guidance on Audit Committees Guidance Corporate Governance April 2016 Final Draft Guidance on Audit Committees The FRC is responsible for promoting high quality corporate governance and reporting to foster investment. We set the UK

More information

FINANCIAL SERVICES FLASH REPORT

FINANCIAL SERVICES FLASH REPORT FINANCIAL SERVICES FLASH REPORT The Volcker Rule: The End of Proprietary Trading? October 13, 2011 This week in the United States, the Federal Reserve Board, the Office of the Comptroller of the Currency,

More information

Joint Ventures: A Primer

Joint Ventures: A Primer Guest Article Joint Ventures: A Primer Brian A. Smith, Esq. Freeborn & Peters LLP bsmith@freebornpeters.com Todd R. Southwell, Esq. Freeborn & Peters LLP tsouthwell@freebornpeters.com A company that excels

More information