Guidelines for. Directors of wholly-owned subsidiary companies

Size: px
Start display at page:

Download "Guidelines for. Directors of wholly-owned subsidiary companies"

Transcription

1 Guidelines for Directors of wholly-owned subsidiary companies March 2014

2 Introduction These guidelines summarise the basic legal and regulatory framework for directors of wholly-owned subsidiaries. The guidelines also provide some context to the role and responsibilities which arise when an employee of a parent company or other group entity is appointed as a director of one of the parent company s subsidiary entities. The guidelines provide practical guidance to help directors understand and meet their responsibilities as a director of a subsidiary company. This guide covers the responsibilities of wholly-owned subsidiaries with a primary focus on operating entities. A helpful way to think about subsidiaries is to assess the risk profile and consider whether the entity is one which: operates physical assets, such as manufacturing sites, and/or employs people and/or, trades in goods or services with external parties, or acts only as a holding company. Each type of entity will have a differing risk profile and each corporate group should form its own view on what is appropriate for directors in the circumstances of each entity. Non-operating entities, such as holding companies, may have lower risk profiles and directors of those entities may not need to take all of the actions which are recommended in these guidelines. Nonetheless, all directors have legal duties and should not regard being appointed to the board of a subsidiary company as an honorary position. Subsidiary companies may be established or acquired for a variety of reasons. There may be legal or regulatory requirements or particular tax or other advantages to establishing a subsidiary company. Although not all areas covered in these guidelines may be relevant to directors of all subsidiary companies, (for example non-operating subsidiary entities), directors should be aware that it is their responsibility to ensure that they understand all of their legal obligations as a director. While these guidelines attempt to summarise the more important obligations that generally apply to directors, it does not set out all of the different legal obligations that might apply. These obligations vary across industries, sectors and the different jurisdictions in which each subsidiary company operates. These obligations may also be in addition to any other jurisdiction-specific regulatory obligations that might apply. Directors should be aware that they may be held liable for the subsidiary s breach of obligations in a variety of legal and operational areas. Directors should also appreciate that there may be penalties involved for a failure to meet their directors duties and obligations as required by law. 2

3 The roles, duties and obligations of the director of a wholly-owned subsidiary Generally, the role of a director is to oversee the management of the company on behalf of its shareholders. The power to manage the company is given to the directors by the company s constitution, articles of association or by-laws (constitution). For wholly-owned subsidiaries, the shareholders are one or more other companies which might form part of the corporate group. This structure may be very different to that of the parent company which, if a publicly listed entity, may have thousands of external shareholders. As noted above, subsidiaries may also be created for many reasons, one of which might be to execute the strategies of the broader corporate group, with some executives of the corporate group appointed as directors of the subsidiary entity. Regardless, subsidiary company directors must perform their roles in compliance with all of their legal obligations. This requires directors to be active and diligent in performing their roles, and not simply acting as a rubber stamp ratifying the decisions of others. Directors owe a number of duties and obligations. These duties may vary across the different jurisdictions in which the parent company has subsidiaries, but can generally be summarised as follows: the duty to act in good faith the duty to exercise skill and care, and the duty not to trade while insolvent. The duty to act in good faith The duty to act in good faith requires directors to make decisions in the best interests of the company and for a proper purpose. Directors must: always act in good faith in the best interests of the company act honestly and make decisions for a proper purpose not abuse their position or seek to profit personally from it not use the company s information for personal gain or in a way that could harm the company, and avoid conflicts of interest wherever possible, and disclose all conflicts if they have any. Directors should also be mindful that the best interests of the subsidiary company might be different from the best interests of the parent company or corporate group. Generally, acting in the best interests of the company will often align with the best interests of its shareholders. When making decisions that are in the best interests of the parent company and wider corporate group, directors must satisfy themselves that the decision is also in the best interests of the subsidiary company. For example, is there a corporate benefit to the subsidiary company where the subsidiary gives a guarantee for a parent company? The benefit to the subsidiary company should be clear. The Corporations Act allows a company s constitution to include a provision to assist with subsidiary director duties (s 187). The Corporations Act provides that the directors of a wholly-owned subsidiary can be taken to be acting in the best interests of the subsidiary if: the constitution of the subsidiary company expressly authorises the director to act in the best interests of the parent company, the director acts in good faith in the best interests of the parent company, and the subsidiary is not insolvent at the time of the director s acts and does not become insolvent because of the director s acts. Directors are encouraged to read the subsidiary s constitution to see if this provision has been included or not. A director may have a conflict of interest not only because of the director s own interests, but because of the interests of others such as immediate family members (for example, spouse, parents, or children) and any companies of which they are also directors, or companies in which they have a significant interest (for example, a family company). All conflicts of interest must be disclosed and there are special rules that apply if a director has a material personal interest in a matter that relates to the affairs of the subsidiary (s 191 Corporations Act). It is important to get advice on any conflicts that may exist to make sure that they are managed appropriately. 3

4 Tips on duty to act in good faith Some ways in which you can demonstrate that you have acted in good faith might include: recognising that there is a conflict of interest where you, your direct family members or a company you control has business dealings with the corporate group. In such instances you should disclose your interest in writing to the corporate group company secretary or equivalent. If you are in any doubt about an interest you have, you should err on the side of caution and disclose it making appropriate disclosures and not participating in board discussions where you, your direct family members or a company you control stands to gain from a proposed transaction the directors are considering. This should be recorded in the minutes satisfying yourself that a potential transaction that affects the company is in the company s best interests. In such instances you should not approve the transaction if you are not comfortable with it, and you may wish to seek supporting information if necessary. Ask yourself whether you would approve the transaction if you owned the company ensuring that you always act in the company s best interests, and never put your own interests ahead of the companies interests. Never act in a way that harms the company ensuring that you do not reveal confidential information about the company to anybody if you don t need to, or if you think they might use it to harm the company, or acting honestly in all matters, and considering, if in doubt, asking yourself how you would feel if your actions were reported on the front page of a newspaper. 4

5 The duty to exercise skill and care The duty to exercise skill and care requires each director to take care and be proactive in performing their role. Directors must: act diligently and with reasonable skill and care perform their role to the best of their ability based on their knowledge and experience familiarise themselves with the company and its activities, and monitor the company s financial and commercial performance. Directors are expected to perform their role with a degree of diligence that a reasonable person in a similar position would exercise in similar circumstances. This will depend on the size and activities of the company. It is not acceptable for directors to act simply as a rubber stamp, or to be treated as such. When considering a potential transaction involving the company, directors must apply their own special skills and knowledge and exercise independent judgment. They must satisfy themselves that the transaction is in the best interests of the company, which may be different to the interests of the parent company or broader corporate group. If a director is not satisfied with the level of information or assurance provided, they should refuse to make a decision on the matter until appropriate information is available. Directors must understand the company and its activities and actively monitor its performance. One of the challenges for subsidiary company directors is that decisions affecting the company can be taken by managers who do not report to the directors and do not necessarily inform them of their decisions. Directors are not expected to make a detailed inspection of the company s day-to-day activities but must monitor them generally, and ensure that there are processes in place that allow them to appropriately monitor the ongoing activities. Tips on duty to exercise skill and care Some ways in which you can demonstrate that you have exercised skill and care might include: asking upon your appointment as a director for information about the company, including: about its activities and assets what the risks are that you need to focus on as a director the most recent accounts, including a balance sheet, profit and loss statement and cashflow statement to assess the solvency and financial strength of the entity, and the legal structure, constitution, shareholders, country of incorporation, other directors, key assets and liabilities etc. reviewing regular operational reports monitoring the company s financial performance and position, including asking for copies of the company s management accounts, where appropriate to be provided on a regular basis, and at least annually reviewing and assessing the material contracts the company has entered into, and understanding the contract approval request process satisfying yourself that the company has appropriate processes in place to manage risks and report its performance and position, and ensuring that your knowledge of the company and its activities remains current. 5

6 The duty not to trade while insolvent The duty not to trade while insolvent is a specific requirement which is usually classified as a subset of the duty to exercise care and skill, because it requires directors to turn their minds and apply their skills to assessing the financial position of the subsidiary. A company is considered insolvent if it cannot pay its debts when they fall due. If a company becomes insolvent and continues to trade, the directors can be held personally liable for debts incurred. To protect themselves, and meet their obligations, directors should satisfy themselves at all times that the company is able to pay its debts as they fall due. This is usually straightforward for holding companies that do not trade, but for trading companies it requires diligent monitoring. In Australia, directors are required to make a declaration that the company is solvent at least once each year. Directors should not make a solvency declaration until they have made proper inquiries and satisfied themselves that the company is indeed solvent. The company must keep adequate financial records to correctly record and explain transactions and the company s financial position and performance. A director who fails to take all reasonable steps to ensure that the company fulfills this requirement may be in breach of their directors duties. Tips on the duty not to trade while insolvent Some ways in which you can demonstrate that you have exercised skill and care to ensure that the entity is not trading while insolvent might include: monitoring the company s assets and liabilities, in particular its current (liquid) assets and current (short-term) liabilities, and finding out when its debts are due for repayment, especially any large debts finding out whether the company s liabilities are guaranteed by other companies in the corporate group, or vice versa. This might include, for example, a deed of cross-guarantee finding out if the company receives funding support (debt or equity) from other companies in the corporate group and the basis of that funding seeking a letter of support from the parent company or other entity in the corporate group, or taking immediate action to prevent the company trading while insolvent, where the entity is not able to pay its debts as they fall due. This might include seeking financial support from the parent company, or ceasing all trading activity. Directors should also immediately notify the relevant financial and legal officers of the corporate group and parent company. 6

7 What the board of directors of a subsidiary does The role of the board of the subsidiary company is to provide oversight. The directors, who are the board members, exercise their duties when they participate in the board to oversee the operation and strategic direction of the company. The directors are not responsible for the day-to-day operations of the company and should bear in mind that the considerations applying to a director role are different to those of management. Nonetheless, directors should understand both the operations of the company, and the areas in which they will be required to participate in board decision-making, as well as understanding the governance processes and practices by which directors exercise their powers. As noted above, subsidiary entities may be created for many purposes and operate in many different ways. What each board does, therefore, in each case will be different, and the operational aspects set out below may not be applicable to all directors. There may not be a board charter or terms of reference, which sets out how the board operates, and it is unusual for the company constitution to set out how the board operates. Directors will need to ask questions to understand the role of the board and how it exercises its powers. Transactions Directors are charged with monitoring and approving transactions having a material or major impact on a subsidiary company. Such transactions should be approved by the company s directors before they can be entered into. The parent company s delegated authorities may give managers authority to approve transactions, subject to a requirement that any transaction with a material or major impact on a subsidiary must be approved by the subsidiary company s directors before it can proceed. Details of delegated authorities are usually captured in the corporate group s delegations policy. However, a group s delegations of authority may not provide clarity on whether the directors of a subsidiary company have a right to approve major transactions. In such cases, directors should seek clarification from the owner of the group delegations policy. A failure to consider important transactions undertaken by the subsidiary company could potentially place directors in breach of their duty to exercise skill and care. The directors of the subsidiary need to have comfort about what will be treated as material. Matters to take into account include whether the transaction would: change the company s annual profit, assets or liabilities by amounts treated as material under the accounting standards cause the company to become insolvent, or cause the company to break the law or breach its contractual obligations. When evaluating a potential transaction, directors should carefully and objectively decide whether it is in the company s best interests. (See the duty to act in good faith above). Directors should also monitor the contracts entered into by the company and understand their impacts. (See the duty to exercise skill and care above). Documents giving effect to transactions may be executed in a number of different ways, such as being signed by: two directors, or one director and the company secretary, any person authorised to sign the document on behalf of the company, or an attorney under a specific power of attorney. Directors should not sign or authorise execution of a document, or grant a power of attorney (see below) to execute it if they are not satisfied that the document has been through the right approval processes. Powers of attorney Sometimes it is necessary for a company to grant a power of attorney giving someone authority to do particular things on behalf of the company. If a power of attorney is required, the entity might consider putting some or all of the following processes in place, such as ensuring that the power of attorney: is reviewed and endorsed by a member of the legal team before it is signed is reviewed and approved by the directors of the relevant company is limited to specific acts, which are listed in the power of attorney does not allow the attorney to sub-delegate their power has a fixed duration and automatically expires if the attorney ceases to be an employee or representative of the parent company, and/or is sent to the relevant officer of the parent company or corporate group for recording in the register and safe keeping after it has been signed. Where a director is unsure of the extent or validity of a power of attorney, the director may wish to seek legal advice. 7

8 Financial statements Some subsidiary companies (for example, small proprietary companies) may not be required to produce audited financial statements while others (for example, large proprietary companies, public companies) may be required to do so by law. If audited financial statements are required, they must contain prescribed information, be prepared and audited a certain way, and be lodged with the regulator within a specified timeframe. In those circumstances, the directors are responsible for: reviewing the company s financial statements after they have been prepared and audited and before they are lodged ensuring the financial statements are accurate and comply with applicable regulatory requirements and accounting standards approving the financial statements at a meeting of directors (provided the directors are satisfied the financial statements comply with all applicable requirements), and ensuring the financial statements are lodged on time. Irrespective of whether the company is required to produce audited financial statements, all directors are responsible for: ensuring the company keeps proper accounting records, and monitoring the company s financial performance and position and its solvency. Directors might consider insisting that management accounts are prepared and provided to directors regularly (how often will depend on the company and its operations, although at least annually is advisable), to enable them to monitor the company s performance and meet their responsibilities. Tips on financial statements (where they are required): Some ways in which a director might wish to demonstrate that they have carried out their duties in relation to financial statements include: asking that draft financial statements are considered at a meeting of directors, and not by circular resolution, and asking that the meeting be attended by the internal person who prepared the financial statements and the external person who audited them, where appropriate seeking assurance from the auditor and relevant internal people that the financial statements: give a true and fair view of the company s performance and position are accurate and comply with the applicable accounting standards and regulatory requirements contain all of the necessary disclosures, and affirm the company s solvency and do not give rise to any concerns or problems considering the subsidiary s cashflows, its assets and liabilities, and when its debts fall due for payment, and satisfying yourself that the company is solvent satisfying yourself that the financial statements are accurate and give a true and fair view of the company s performance and position, and asking questions if you are unsure reading and considering closely any declarations required in respect of the financial statements and satisfying yourself that they are totally correct, and considering whether enough time, assurance and information has been provided for you to review the financial statements, and asking for more time to review, where necessary. 8

9 Dividends Dividends must be approved by the company s directors, who are responsible for ensuring that the company is able to pay the dividend. Before approving a dividend, directors should review the company s balance sheet and cashflows and satisfy themselves that: the company s assets exceeds its liabilities the payment of the dividend is fair and reasonable, and the payment of the dividend would not materially prejudice the company s ability to pay its creditors. Work, health and safety (WH&S) Directors of Australian companies have obligations in relation to Work Health & Safety which vary in detail depending on the jurisdiction. In those jurisdictions where the law has been harmonised, the company has a primary duty to ensure, so far as reasonably practicable, the health and safety of workers (whether or not they are employees), as well as an obligation to others. Directors must exercise due diligence to make sure that the company has a system of compliance and acts in accordance with its WH&S obligations. In addition, a list of specific obligations are imposed on directors (for example, acquiring a knowledge and understanding of work, health and safety matters and the operations of the company and associated hazards and risks). Directors are exposed to liability, including criminal liability if they fail to meet their obligations. It is important to get advice on the application of WH&S laws and obligations in the context of the specific company and its operations. Companies that are purely holding or trading companies may have lower exposure to WH&S risks than companies that conduct manufacturing operations and employ people. In essence, directors are responsible for ensuring that the company s WH&S practices are adequate. For companies that conduct operations or employ people, the risk of harm is usually much higher, and the directors of these companies should: ensure they understand the company s WH&S risks and processes satisfy themselves that the WH&S processes meet the parent company s standards and are appropriately resourced and functioning effectively, and monitor the company s WH&S performance and risks. Directors of holding and trading companies, or those that conduct operations and employ people, must satisfy themselves that there is a system of WH&S compliance in place. Directors should review the WH&S risks of the company to ensure that they are satisfied with the approach to managing those risks. Environmental matters Under Australian law, directors may be held personally liable for harm to the environment caused by the company. Directors are responsible for ensuring that the company s environmental practices are adequate, and that the company conducts operations in a way which does not breach their obligations. Some tips appear below to assist the directors of operating and employing companies to meet their responsibilities in relation to WH&S and environmental matters. Tips on WH&S and environmental matters: Some ways in which a director might wish to demonstrate that they have carried out their duties in relation to WH&S and environmental matters includes: visiting any operational sites and meeting with the WH&S and environmental managers to get an overview of the site s risks, performance and processes asking for and reading copies of any site s regular WH&S and environmental reports and any recent audit reports joining the mailing list for WH&S updates from operational sites, or ensuring that information about WH&S or environmental incidents are appropriately collected, addressed and actioned, including making sure that remedial actions are implemented in a timely manner. 9

10 How the board of directors exercises its powers The board of directors of a subsidiary company may act in different ways depending on the authority provided by the constitution of the company, the board charter or terms of reference, and the company s activities. Directors should be aware, before they are appointed, of the particular role which the board is expected to perform. Directors should read the subsidiary company s constitution, which will usually contain a clause detailing the level of control of the parent company; and the board s charter or terms of reference (if any) to better understand the way in which the board will exercise its powers. The limits of authority of the board of directors may not always be clear, however, it is important that the directors review the terms of the subsidiary company s constitution and delegated authorities to understand the terms of the powers provided to them. Appointment, resignation and access to documents Directors of subsidiaries generally hold office until they resign, are removed by the shareholder(s), or cease being employed by the group. Directors may resign at any time and are usually expected to resign upon ceasing to be employed by the corporate group or if asked to resign by the corporate group. Resignations should be in writing addressed to the secretary of the relevant company and copied to the parent company s company secretary. A proposed director may sometimes be asked for a signed and undated resignation before being appointed, and authority for a representative of the parent to complete it (that is, when needed). Indemnity and insurance The company s constitution might contain a provision under which the company indemnifies directors for liabilities they incur as a result of performing their role. The indemnity is generally limited to honest mistakes and does not apply if a director has acted dishonestly or to deliberately harm the company. It is also only of use to a director if the statutory contract under s 140 of the Corporations Act applies. Other limitations may also apply. Directors may seek further protection under a separate deed of indemnity, access and insurance with the company. Subsidiary directors may be covered by the parent company s directors and officers liability insurance policy (D&O policy). However, directors should note that this is not always the case, and that the coverage of some D&O policies may not extend to directors of subsidiaries. Directors may wish to seek advice or a separate endorsement on the extent of the D&O policy. The D&O policy usually protects directors financially if they are held personally liable for wrongful acts they commit as directors. It does not protect directors who have acted dishonestly, fraudulently, or in deliberate ignorance of the law. A director should get written confirmation from the company secretary that the director will be covered by this policy. If you have any questions about indemnity or the D&O policy, you should contact the parent company s general counsel or company secretary. Upon ceasing to be a director, the director should return all of the company s property. While directors are entitled to board papers, each board must form a view as to the circumstances in which directors will be permitted to retain board papers beyond the board meeting to which they relate. Companies need to seek legal advice and form their own view as to whether board papers that have been provided to a director become the property of the director or remain the property of the company, and what the company s obligations are regarding the retention of such documents particularly where they include any annotations. Where a former director and the company have entered into a deed of indemnity, access and insurance, the director will usually be provided, depending on the terms of the deed, with access to the company s documents and records relevant to their period of directorship. A director of a company may inspect the books of the company (other than its financial records) at all reasonable times for the purposes of a legal proceeding. This right continues for up to seven years after ceasing to be director. See Governance Institute of Australia s Good Governance Guide: Director and ex-director access to company information. 10

11 Operation of the board The company s constitution sets out the rules for how the company must operate. Directors should familiarise themselves with the constitution and must ensure that both they and the company comply with it at all times. The constitution might contain restrictions on directors powers in certain circumstances. Any change to the constitution requires approval of the company s shareholder(s), usually by a special majority and after the change has been recommended by the directors. Each subsidiary company, and its directors and employees, will usually be expected to comply with any other of the parent company s policies and other mandatory requirements (including a code of conduct), and operate under enterprise-wide frameworks (for example, the risk framework). Each subsidiary company may be asked to formally adopt the parent company s policies and delegated authorities, as amended from time to time. The directors will also be required to exercise their duties and obligations by voting on matters at board meetings. Decisions of directors may also take place by circular resolutions that record the decision and are signed by all directors without them having to meet (s 248A Corporations Act). Directors should check to see if such actions are allowed by the company s constitution. Important decisions such as major transactions and the audited financial statements should generally only be made at a meeting of directors. Minutes of directors meetings and circular resolutions must be prepared and stored safely by the company secretary. Directors should ensure that the minutes and resolutions are accurate and comply with regulatory requirements. Directors must notify the company secretary or relevant officer of any change in their name or home address. The subsidiary board may be required to meet at various intervals throughout the year at a pre-determined time and place for board meetings. These meetings will be advised by the company secretary in advance, and directors are usually expected to make themselves available for these meetings except in limited circumstances. Directors meetings are generally undertaken to ensure that directors continue to exercise their duties and obligations to the company and to provide oversight over the company and its activities. In advance of the subsidiary s board meeting, the company secretary will distribute to the director a copy of the agenda and papers for the meeting. Directors are expected to review and turn their minds to the content of the papers for the meeting. Directors should be aware, however, that annotations to the papers may require explanation, and that it is best practice for directors to return their papers to the company secretary at the conclusion of the meeting. The company secretary will then usually only retain one set of clean papers as a record of the meeting. 11

12 Summary It is important that directors are proactive and take their responsibilities seriously. They should always have regard to their responsibilities and legal obligations when acting as a director. Failure to comply with legal obligations could expose a director to personal liability. These guidelines provide a summary only. They do not set out all of the different legal obligations that apply for every company, which vary from country to country. Directors are responsible for familiarising themselves with these obligations. If directors need advice, or have any questions about their role as a director, they should contact a member of the legal team or the group company secretary or relevant officer. 12

Guidelines for. Directors of incorporated joint ventures

Guidelines for. Directors of incorporated joint ventures Guidelines for Directors of incorporated joint ventures November 2014 The context Introduction Joint ventures are formal legal agreements where parties come together to develop a particular business or

More information

GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004

GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 CONTENTS PREFACE 1 1. Directors of Companies in the BVI 2 2. Statutory Duties of Directors in the BVI 3 3. Disclosure of Director Interests

More information

BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098

BOARD CHARTER Link Administration Holdings Limited (Company) ABN 27 120 964 098 1. Role of the Board BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098 This Board Charter sets out the principles for the operation of the board of directors of the Company

More information

Board Charter. HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company )

Board Charter. HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company ) Board Charter HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company ) Board approval date: 27 October 2015 Contents 1. Introduction and Purpose of this Charter...1 2. Role of the Board...1

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

1.2 The conduct of the Board is also governed by the Company's Constitution (Constitution).

1.2 The conduct of the Board is also governed by the Company's Constitution (Constitution). 1. Purpose of the Charter 1.1 This Board Charter (Charter) sets out the role, composition and responsibilities of the Board of Directors of Atlantic Ltd (Atlantic or Company) within the governance structure

More information

COMPANIES LIMITED BY GUARANTEE

COMPANIES LIMITED BY GUARANTEE COMPANIES LIMITED BY GUARANTEE A. Members liabilities and responsibilities Liability of members The liability of members of a company limited by guarantee is limited to the amount they have agreed to contribute,

More information

Ramsay Health Care Limited ACN 001 288 768 Board Charter. Charter

Ramsay Health Care Limited ACN 001 288 768 Board Charter. Charter Ramsay Health Care Limited ACN 001 288 768 Board Charter Charter Approved by the Board of Ramsay Health Care Limited on 23 October 2012 Ramsay Health Care Limited ABN 57 001 288 768 Board Charter Contents

More information

The responsibilities and duties of a company director

The responsibilities and duties of a company director The responsibilities and duties of a company director Page 1 Contents Introduction page 3 The role page 4 The general duties page 5 Other duties and responsibilities page 9 Indemnities and insurance page

More information

Hunter Hall International Limited

Hunter Hall International Limited Hunter Hall International Limited ABN 43 059 300 426 Board Charter 1. Purpose 1.1 Hunter Hall International Limited (Hunter Hall, HHL) is an ASX-listed investment management company. 1.2 This Board Charter

More information

Sample board charter. Appendix 1

Sample board charter. Appendix 1 Appendix 1 Sample board charter Draft charter Part 1 Interpretation In this charter: Act means the Companies Act 1993 Board means the board of directors of the company Business means the business of the

More information

BVI Financial Services Commission. Registry of Corporate Affairs. User Guides on the BVI Business Companies Act. User Guide No. 4

BVI Financial Services Commission. Registry of Corporate Affairs. User Guides on the BVI Business Companies Act. User Guide No. 4 BVI Financial Services Commission Registry of Corporate Affairs User Guides on the BVI Business Companies Act User Guide No. 4 Directors and Their Responsibilities This is one of a series of User Guides

More information

WOODBINE ENTERTAINMENT GROUP CORPORATE GOVERNANCE GUIDELINES

WOODBINE ENTERTAINMENT GROUP CORPORATE GOVERNANCE GUIDELINES WOODBINE ENTERTAINMENT GROUP CORPORATE GOVERNANCE GUIDELINES 1.0 Introduction The board of directors (the Board ) of Woodbine Entertainment Group ( WEG ) is committed to adhering to the highest possible

More information

U & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER

U & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER U & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER As at 31 March 2014 BOARD CHARTER Contents 1. Role of the Board... 4 2. Responsibilities of the Board... 4 2.1 Board responsibilities... 4 2.2 Executive

More information

Fact sheet: Duties of directors of a company limited by guarantee

Fact sheet: Duties of directors of a company limited by guarantee Fact sheet: Duties of directors of a company limited by guarantee Overview This fact sheet concerns the legal duties of directors and other officers of not-for-profit organisations that are incorporated

More information

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - . Board Charter - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1. Interpretation 1.1 In this Charter: Act means the Companies

More information

Audit and Risk Committee Charter. 1. Membership of the Committee. 2. Administrative matters

Audit and Risk Committee Charter. 1. Membership of the Committee. 2. Administrative matters Audit and Risk Committee Charter The Audit and Risk Committee (the Committee ) is a Committee of the Board established with the specific powers delegated to it under Clause 8.15 of the Company s Constitution

More information

SEMPRA ENERGY. Corporate Governance Guidelines. As adopted by the Board of Directors of Sempra Energy and amended through September 12, 2014

SEMPRA ENERGY. Corporate Governance Guidelines. As adopted by the Board of Directors of Sempra Energy and amended through September 12, 2014 SEMPRA ENERGY Corporate Governance Guidelines As adopted by the Board of Directors of Sempra Energy and amended through September 12, 2014 I Role of the Board and Management 1.1 Board Oversight Sempra

More information

VALENER INC. ( Valener or the Company ) CORPORATE GOVERNANCE POLICY

VALENER INC. ( Valener or the Company ) CORPORATE GOVERNANCE POLICY VALENER INC. ( Valener or the Company ) CORPORATE GOVERNANCE POLICY (Policy approved by the Board of Directors on November 18, 2010) 1. PREAMBLE The Canada Business Corporations Act and the Company s General

More information

Appointment as Non-executive Director Auckland International Airport Limited

Appointment as Non-executive Director Auckland International Airport Limited PO Box 73020 Auckland Airport Manukau 2150 New Zealand. Appointment as Non-executive Director Following our recent discussions, I am very pleased to confirm my invitation to you to join the Board of (Auckland

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

Board means the Board of Directors of each of Scentre Group Limited, Scentre Management Limited, RE1 Limited and RE2 Limited.

Board means the Board of Directors of each of Scentre Group Limited, Scentre Management Limited, RE1 Limited and RE2 Limited. Board Charter SCENTRE GROUP LIMITED ABN 66 001 671 496 SCENTRE MANAGEMENT LIMITED ABN 41 001 670 579 AFS Licence No: 230329 as responsible entity of Scentre Group Trust 1 ABN 55 191 750 378 ARSN 090 849

More information

CHARTER OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS OF BLACKBERRY LIMITED AS ADOPTED BY THE BOARD ON MARCH 27, 2014

CHARTER OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS OF BLACKBERRY LIMITED AS ADOPTED BY THE BOARD ON MARCH 27, 2014 CHARTER OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS OF BLACKBERRY LIMITED AS ADOPTED BY THE BOARD ON MARCH 27, 2014 1. AUTHORITY The Audit and Risk Management Committee (the "Committee")

More information

Echo Entertainment Group Limited (ABN 85 149 629 023) Risk and Compliance Committee Terms of Reference

Echo Entertainment Group Limited (ABN 85 149 629 023) Risk and Compliance Committee Terms of Reference (ABN 85 149 629 023) Terms of Reference Contents 1 Introduction to the Terms of Reference 1 1.1 General 1 1.2 Authorities 1 1.3 Board approval 1 1.4 Definitions 1 2 Role of the Committee 1 3 Duties and

More information

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities CORPORATE SERVICES IMMIGRATION Directors Duties and Responsibilities A. COMMON LAW DUTIES Directors are mainly responsible for the overall management of the company. In exercising their powers, they must

More information

DIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION

DIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION INTRODUCTION We are all familiar with the principle that directors have a general duty to act in the best interests of the company. In most situations where this is an issue, the company is usually treated

More information

Board Charter THE NEW ZEALAND REFINING COMPANY LIMITED. Board of Directors Charter

Board Charter THE NEW ZEALAND REFINING COMPANY LIMITED. Board of Directors Charter THE NEW ZEALAND REFINING COMPANY LIMITED Board of Directors Charter TABLE OF CONTENTS 1. Introduction... 3 2. Purpose of the Company... 3 3. Role of the Board... 3 4. Responsibilities of the Board... 3

More information

Board Governance Document. Fly Leasing Limited

Board Governance Document. Fly Leasing Limited Board Governance Document Fly Leasing Limited As of: November 2, 2010 Fly Leasing Limited Board Governance Document 1. Background This Board Governance Document was originally adopted on November 6, 2007

More information

3. FACT SHEET ON INCORPORATED SOCIETIES

3. FACT SHEET ON INCORPORATED SOCIETIES DECEMBER 2005 FACT SHEET ON 3. FACT SHEET ON This fact sheet deals with incorporated societies. These are organisations that have at least 15 members and are registered under the Incorporated Societies

More information

Appendix 15 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT

Appendix 15 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT Appendix 15 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended

More information

How to incorporate. A guide to the Associations Incorporation Act 1985. www.cbs.sa.gov.au

How to incorporate. A guide to the Associations Incorporation Act 1985. www.cbs.sa.gov.au * How to incorporate A guide to the Associations Incorporation Act 1985 www.cbs.sa.gov.au 1 how to incorporate The information provided in this brochure is of a general nature only and should not be relied

More information

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER MASTERMYNE GROUP LIMITED AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER Purpose of Charter 1. The Audit and Risk Management Committee Charter (Charter) governs the operations of the Audit and Risk Management

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

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling

More information

Audit and Risk Committee Charter

Audit and Risk Committee Charter Audit and Risk Committee Charter SCENTRE GROUP LIMITED ABN 66 001 671 496 SCENTRE MANAGEMENT LIMITED ABN 41 001 670 579 AFS Licence No: 230329 as responsible entity of Scentre Group Trust 1 ABN 55 191

More information

Bermuda Segregated Accounts Companies

Bermuda Segregated Accounts Companies Bermuda Segregated Accounts Companies Foreword This Memorandum has been prepared for the assistance of anyone who is considering establishing a segregated accounts company in Bermuda. It deals in broad

More information

Macquarie Group Limited Board Charter

Macquarie Group Limited Board Charter = Macquarie Group Limited Board Charter 1. ROLE AND RESPONSIBILITIES 1.1 The primary role of the Board of Voting Directors of Macquarie Group Limited ( the Board ) is to promote the long-term health and

More information

LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013

LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013 LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013 Contents INTRODUCTION... 2 SECTION A ADMISSION... 3 A1: Eligibility for admission... 3 A2: Procedure for admission... 4 SECTION B CONTINUING

More information

Directors and Their Duties

Directors and Their Duties Directors and Their Duties 168 Broadway Avenue Phone (06) 357 6006 PO Box 788 Fax (06) 358 4716 PALMERSTON NORTH Web www.coombesmith.co.nz Directors and Their Duties The duties of Directors have been codified

More information

CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT

CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT Introduction Effective corporate governance practices support the fiduciary duties of care and loyalty that a company's management and directors owe

More information

MINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES

MINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES MINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES Phil Thompson Business Lawyer, Corporate Counsel www.thompsonlaw.ca Even without a unanimous shareholders agreement, minority shareholders in private

More information

Guidance Note AGN 520.1

Guidance Note AGN 520.1 Guidance Note AGN 520.1 Fit and Proper Requirements Definition of a responsible person 1. The definitions of responsible persons cover those persons whose conduct is most likely to have significant implications

More information

REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY)

REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) ABACONDA MANAGEMENT GROUP REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) COMPANIES ACT 1993 SUMMARY WITH REFERENCES 2011 Table of Contents Shares of New Zealand Company... 2 Shareholders

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES INTRODUCTION These Corporate Governance Guidelines provide a framework of authority and accountability to enable the Board of Directors and management to make timely and

More information

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board

More information

Papua New Guinea Conservation Trust Fund

Papua New Guinea Conservation Trust Fund Papua New Guinea Conservation Trust Fund Trust Deed The Nature Conservancy Papua New Guinea Conservation Trust Fund Limited Prepared by Blake, Dawson, Waldron Grosvenor Place 225 George St Sydney NSW 2000

More information

DIRECTORS POWERS AND SHAREHOLDERS RIGHTS IN A PRIVATE LIMITED COMPANY

DIRECTORS POWERS AND SHAREHOLDERS RIGHTS IN A PRIVATE LIMITED COMPANY DIRECTORS POWERS AND SHAREHOLDERS RIGHTS IN A PRIVATE LIMITED COMPANY Introduction The powers of directors and rights of shareholders have been put under the spotlight in a recent High Court case (Jackson

More information

BOARD CHARTER. Its objectives are to: provide strategic guidance for the Company and effective oversight of management;

BOARD CHARTER. Its objectives are to: provide strategic guidance for the Company and effective oversight of management; BOARD CHARTER Objectives The Board is ultimately responsible for the oversight and review of the management, operations and overall corporate governance of the Company. Its objectives are to: provide strategic

More information

The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO )

The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO ) New Hong Kong Companies Ordinance Introduction The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO ) came into operation on 3 March 2014. The New CO consists of 21

More information

Guidance Bulletin for Practitioners

Guidance Bulletin for Practitioners July 2005 Guidance Bulletin for Practitioners Visit our website at: www.cga-pdnet.org Providing voluntary services CGAs are well respected in the business community, a reputation that stems in part from

More information

Act on the Supervision of Financial Institutions etc. (Financial Supervision Act)

Act on the Supervision of Financial Institutions etc. (Financial Supervision Act) FINANSTILSYNET Norway Translation update January 2013 This translation is for information purposes only. Legal authenticity remains with the official Norwegian version as published in Norsk Lovtidend.

More information

Constitution of Australian Pharmacy Council Limited

Constitution of Australian Pharmacy Council Limited APPROVED 25 May 2015 Constitution of Australian Pharmacy Council Limited ACN 126 629 785 Australian Pharmacy Council Ltd Level 2 Ethos House 28-36 Ainslie Place Canberra ACT 2601 Australia T 61 2 6262

More information

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES The following Corporate Governance Principles have been adopted by the Board of Directors (the Board ) of The Options

More information

Corporate guide: the duties and responsibilities of a company director

Corporate guide: the duties and responsibilities of a company director Corporate guide: the duties and responsibilities of a company director INTRODUCTION This guide provides directors of UK incorporated companies with a general overview of the statutory and other duties

More information

Duties. Director. Your obligations and responsibilities. ebooks. What is a company director and what are director duties?

Duties. Director. Your obligations and responsibilities. ebooks. What is a company director and what are director duties? Director Duties Your obligations and responsibilities What is a company director and what are director duties? ebooks Please consider the environment before printing this ebook. www.podlegal.com.au Copyright

More information

Insolvency: a guide for directors

Insolvency: a guide for directors INFORMATION SHEET 42 Insolvency: a guide for directors This information sheet provides general information on insolvency for directors whose companies are in financial difficulty, or are insolvent, and

More information

Clause 1. Definitions and Interpretation

Clause 1. Definitions and Interpretation [Standard data protection [agreement/clauses] for the transfer of Personal Data from the University of Edinburgh (as Data Controller) to a Data Processor within the European Economic Area ] In this Agreement:-

More information

D irectors & O fficers Liability Insurance

D irectors & O fficers Liability Insurance Proposal for D irectors & O fficers Liability Insurance PROFESSIONAL RISKS 2nd Floor John Stow House 18 Bevis Marks London EC3A 7JB Tel: +44 (0) 20 7623 4957 Fax: +44 (0) 20 7623 4958-1- PROFESSIONAL RISKS

More information

Directors and officers liability best practices guidelines

Directors and officers liability best practices guidelines Directors and officers liability best practices guidelines DIRECTORS AND OFFICERS LIABILITY BEST PRACTICES GUIDELINES INTRODUCTION A continuing challenge to all business is the efficient functioning of

More information

Statement of Guidance: Outsourcing All Regulated Entities

Statement of Guidance: Outsourcing All Regulated Entities Statement of Guidance: Outsourcing All Regulated Entities 1. STATEMENT OF OBJECTIVES 1.1. 1.2. 1.3. 1.4. This Statement of Guidance ( Guidance ) is intended to provide guidance to regulated entities on

More information

Financial Institutions Directors and Officers Liability Insurance Proposal Form

Financial Institutions Directors and Officers Liability Insurance Proposal Form Financial Institutions Directors and Officers Liability Insurance Proposal Form The following documents must be submitted with this proposal form: ( ( ( (d) (e) The annual report and financial statements

More information

The Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause

The Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES 1 Short title and commencement. 2 Interpretation. PART I PRELIMINARY Clause PART II REGISTRAR AND REGISTRAR OF LIMITED LIABILITY PARTNERSHIPS

More information

Board Risk & Compliance Committee Charter

Board Risk & Compliance Committee Charter Board Risk & Compliance Charter 10 December 2015 PURPOSE 1) The purpose of the Westpac Banking Corporation (Westpac) Board Risk & Compliance () is to assist the Board of Westpac (Board) as the Board oversees

More information

CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES

CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES INTRODUCTION Directors stand in a fiduciary relationship to the company and there are general fiduciary duties imposed upon

More information

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS... (Name & DIN of the Director)... (Address)... (Date of appointment) Dear [...], We are pleased to inform you that on recommendation of the

More information

Thompson Jenner LLP Last revised April 2013 Standard Terms of Business

Thompson Jenner LLP Last revised April 2013 Standard Terms of Business The following standard terms of business apply to all engagements accepted by Thompson Jenner LLP. All work carried out is subject to these terms except where changes are expressly agreed in writing. 1

More information

CAYMAN ISLANDS. Supplement No. 5 published with Gazette No. 19 dated 14 September, STATEMENT OF GUIDANCE: OUTSOURCING REGULATED ENTITIES

CAYMAN ISLANDS. Supplement No. 5 published with Gazette No. 19 dated 14 September, STATEMENT OF GUIDANCE: OUTSOURCING REGULATED ENTITIES CAYMAN ISLANDS Supplement No. 5 published with Gazette No. 19 dated 14 September, 2015. STATEMENT OF GUIDANCE: OUTSOURCING REGULATED ENTITIES Statement of Guidance: Outsourcing Regulated Entities 1. STATEMENT

More information

Board Charter. May 2014

Board Charter. May 2014 May 2014 Document History and Version Control Document History Document Title: Board Charter Document Type: Charter Owner: Board [Company Secretary] Description of content: Corporate Governance practices

More information

Newsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong

Newsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong Newsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong December 2015 All r ig ht s r e ser ved Lo r e nz & P art ner s 2015 Although Lorenz & Partners always pays great attention

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

CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014)

CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) The Board of Directors (the Board or individually Director ) of Symantec Corporation (the Company ) represents the interests

More information

Infratil Limited - Board Charter. 1. Interpretation. 1.1 In this Charter:

Infratil Limited - Board Charter. 1. Interpretation. 1.1 In this Charter: Infratil Limited - Board Charter 1. Interpretation 1.1 In this Charter: Act means the Companies Act 1993. Board means the Board of Directors of Infratil Limited. Business means the business of Infratil

More information

ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance

ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance Contents If using online, click on the headings below to go to the related sections. 1. Introduction 2.

More information

Letter of appointment of Independent Director. Hearty welcome to ALSTOM T&D India Limited as Independent Director of the Board of our Company.

Letter of appointment of Independent Director. Hearty welcome to ALSTOM T&D India Limited as Independent Director of the Board of our Company. Letter of appointment of Independent Director Mr./Ms. Date Hearty welcome to ALSTOM T&D India Limited as Independent Director of the Board of our Company. We are pleased to confirm your appointment as

More information

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors of Cott Corporation (the Corporation ) is committed to fulfilling its statutory mandate to supervise the management

More information

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES Purpose. The Board of Directors (the Board ) of T-Mobile US, Inc. (the Company ) has developed these corporate governance guidelines (the Guidelines )

More information

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER Contents I. Audit Committee... 1 1. Purpose and Mission... 1 2. Authority... 1 3. Membership... 2 4. Secretary... 3 5. Quorum... 3 6. Decisions...

More information

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW REPUBLIC OF CYPRUS INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW (No 47(I) of 1999) English translation prepared by The Central Bank of Cyprus ARRANGEMENT OF SECTIONS PART I PRELIMINARY AND GENERAL Section

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

SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE

SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE 1. Introduction This charter (the Charter ) sets forth the purpose, composition, duties and responsibilities of the Audit Committee (the Committee ) of

More information

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended

More information

CORPORATE GOVERNANCE - BOARD CHARTER PART A DEFINING GOVERNANCE ROLES

CORPORATE GOVERNANCE - BOARD CHARTER PART A DEFINING GOVERNANCE ROLES CORPORATE GOVERNANCE - BOARD CHARTER PART A DEFINING GOVERNANCE ROLES 1. ROLE OF THE BOARD 1.1 Function The Board of Directors of Exalt Resources Limited have approved the following charter formalising

More information

FANNIE MAE CORPORATE GOVERNANCE GUIDELINES

FANNIE MAE CORPORATE GOVERNANCE GUIDELINES FANNIE MAE CORPORATE GOVERNANCE GUIDELINES 1. The Roles and Responsibilities of the Board and Management On September 6, 2008, the Director of the Federal Housing Finance Authority, or FHFA, our safety

More information

OPPENHEIMER HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES

OPPENHEIMER HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES OPPENHEIMER HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the "Board") of Oppenheimer Holdings Inc. ("Oppenheimer") is committed to fulfilling its mandate to oversee

More information

Directors' duties and liabilities under Cayman Islands law

Directors' duties and liabilities under Cayman Islands law Directors' duties liabilities under Cayman Isls law NOVEMBER 2014 For more briefings visit mourantozannes.com This briefing is only intended to give a summary general overview of the subject matter. It

More information

Exposure Draft of Proposed Standard: APES 330 Insolvency Services

Exposure Draft of Proposed Standard: APES 330 Insolvency Services Exposure Draft of Proposed Standard: APES 330 Insolvency Services ED XX/08 P:\Standards & Guidance Notes\APES330 Insolvency Services\Exposure Draft APES330 Insolvency Services.doc Commenting on this Exposure

More information

Sub: Appointment as an Independent Director on the Board of GMR Infrastructure Limited

Sub: Appointment as an Independent Director on the Board of GMR Infrastructure Limited Date: To, (Address) Dear Sir / Madam, Sub: Appointment as an Independent Director on the Board of GMR Infrastructure Limited We are pleased to inform you that upon recommendation by Nomination and Remuneration

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

DIRECTOR S & OFFICER S LIABILITY INSURANCE PROPOSAL FORM SHIELD

DIRECTOR S & OFFICER S LIABILITY INSURANCE PROPOSAL FORM SHIELD DIRECTOR S & OFFICER S LIABILITY INSURANCE PROPOSAL FORM SHIELD The following documents must be submitted with this proposal form: ( ( ( (d) (e) The annual report and financial statements of the company

More information

Standard Conditions for managed investment scheme manager licences

Standard Conditions for managed investment scheme manager licences Standard Conditions for managed investment scheme manager licences If we grant you a licence to act as a manager of a non-restricted and registered managed investment scheme (MIS manager licence), the

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

RULES FOR THE BOARD OF DIRECTORS WRIGHT MEDICAL GROUP N.V. ST\ASD\13635703.1

RULES FOR THE BOARD OF DIRECTORS WRIGHT MEDICAL GROUP N.V. ST\ASD\13635703.1 RULES FOR THE BOARD OF DIRECTORS OF WRIGHT MEDICAL GROUP N.V. These Rules were adopted by the Board of Directors on 26 August 2010 and have been amended on 30 April 2013, 29 October 2013 and 1 October

More information

Board Governance Principles Amended September 29, 2012 Tyco International Ltd.

Board Governance Principles Amended September 29, 2012 Tyco International Ltd. BOD Approved 9/13/12 Board Governance Principles Amended September 29, 2012 Tyco International Ltd. 2012 Tyco International, Ltd. - Board Governance Principles 1 TABLE OF CONTENTS TYCO VISION AND VALUES...

More information

July 2012. Objectives and key requirements of this Prudential Standard

July 2012. Objectives and key requirements of this Prudential Standard Prudential Standard CPS 510 Governance Objectives and key requirements of this Prudential Standard The ultimate responsibility for the sound and prudent management of an APRA-regulated institution rests

More information

Professional Indemnity Insurance Glossary of Terms

Professional Indemnity Insurance Glossary of Terms Professional Indemnity Insurance Glossary of Terms Index Aggregation of claims Automatic reinstatement Average provision Cancellation Civil liability Claim Claims made Consumer protection legislation Continuous

More information

Directors and Officers Liability Insurance

Directors and Officers Liability Insurance Directors and Officers Liability Insurance New Zealand Proposal form Completing the Proposal form 1. This application must be completed in full including all required attachments. 2. If more space is needed

More information

The Association of Professional Compliance Consultants Professional Standards for Member Firms

The Association of Professional Compliance Consultants Professional Standards for Member Firms These Professional Standards were adopted by the Association with effect from 9 March 2010. The purpose of these Standards is to provide guidance to Members Firms on the minimum standards that the Association

More information

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE Kevin Wong ( 黃 河 ) -- China-Appointed Attesting Officer ( 中 國 委 托 公 証 人 ) -- Hong Kong Solicitor -- England & Wales Solicitor -- Consultant of S.T.

More information

Risk Management Committee (Committee) Terms of Reference

Risk Management Committee (Committee) Terms of Reference Risk Management Committee (Committee) Terms of Reference 1. Objective of Committee 1.1 The Risk Management Committee ( the Committee ) is a formal sub-committee of the Board of the JSE ( the Board ). 1.2

More information

Your Responsibilities as a Director of a Company. www.moorestephenswa.com.au. Serious about Success

Your Responsibilities as a Director of a Company. www.moorestephenswa.com.au. Serious about Success Your Responsibilities as a Director of a Company www.moorestephenswa.com.au Serious about Success www.moorestephenswa.com.au Introduction As a director of a company you have numerous responsibilities.

More information