Duties And Responsibilities Of Board Members

Size: px
Start display at page:

Download "Duties And Responsibilities Of Board Members"

Transcription

1 Duties And Responsibilities Of Board Members Harry Black CU Speaker/Consultant Director/Treasurer Mississippi Telco CU CU Conferences 8711 Watson Road, Suite 200 St. Louis, MO Toll Free

2 NOTES

3 A corporation, whether for profit or not, is required to have a board of directors A corporation can own bank accounts, enter into contracts, and own property like a person. However, the corporation, for profit or nonprofit, is legally accountable to its owners

4 A board of directors legally represents the business. The board has the responsibility of establishing, guiding, and assessing the overall direction of the business. The board sets the strategic direction by establishing policies and goals to guide the CEO and other upper management. The board of directors hires the CEO. The CEO reports directly to the board. The board defines the duties of the CEO. The board evaluates the performance of the CEO (at a minimum, annually). The board formulates the rules of governance for the business. The board establishes procedures for oversight of its policies and procedures.

5 Corporate stakeholders or credit union members hold the board and its members accountable for running the business and scheduled financial reporting. A member of the supervisory committee can serve on the credit committee.

6 Fiduciary - a person to whom property or power is entrusted for the benefit of another. Due Diligence - use of reasonable but not necessarily exhaustive efforts called also reasonable diligence. Members of a board have certain legally required (fiduciary) duties, such as a duty of care, a duty of loyalty, and the exercise of due diligence in governing the organization. The duty of care typically requires that directors exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. The duty of loyalty prohibits self-dealing by directors. Their position of trust may not be used to further their own interests.

7 Generally, absent a breach of these fiduciary duties, courts will not disturb a decision of a board of directors and directors will be protected from liability for these decisions. The business judgment rule is a presumption that in making a business decision, a board is protected if it acts in good faith and on an informed basis. Get outside assistance and advice if necessary. When a credit union goes bankrupt? When there is a robbery in the credit union? When a staff member embezzles? When a member falls and breaks a leg in the lobby?

8 Directors are not liable for honest errors of judgment. Directors known to have possessed knowledge, which should have reasonably indicated the presence of troubling circumstances or "red flags", may be found to have been acting in bad faith by accepting certain information as representing actuality.

9 The Articles of Incorporation (charters, constitutions, articles of association, etc.) are the papers that a business files with the appropriate state agency (generally Secretary of State) A business or board of directors gets its name, the business purpose or mission, its place of business, etc., from such documents Bylaws specify the Board s internal rules of operation, such as the size of the board, the terms of board membership, what officers exist, how they are selected and for how long, how meetings are conducted, etc. A credit union board member has $100,000 in regular shares and sits on the Asset Liability Management committee. She consistently votes to raise dividend rates. Is that a conflict of interest?

10 1. The board of directors is responsible for the general direction and control of a federal credit union. The board may delegate operational functions to management, but not the responsibility for the credit union s direction. 2. A director must carry out his or her duties in good faith, in a manner reasonably believed to be in the best interests of the membership, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 3. A director must administer the affairs of the credit union fairly and impartially and without discrimination in favor of or against any particular member. 4. A director must have at least a working familiarity with basic finance and accounting practices, including the ability to read and understand the credit union s balance sheet and income statement and the ability to ask, as appropriate, substantive questions of management and auditors.

11 5. A director must direct the operations of the federal credit union in conformity with the Federal Credit Union Act, NCUA s Rules and Regulations, other applicable laws, and sound business practices. 6. A director may rely on information prepared or presented by employees or consultants the director reasonably believes to be reliable and competent and who merit confidence in the particular functions performed.

12 At a minimum, a director should be able to examine the credit union s balance sheet, income statement and be able to answer the following questions: What does this line item mean? Why is it important to the credit union? Is the value of the line item changing over time? If so, what does that change (either positive or negative) mean? Is the change important to the credit union? A credit union s primary purpose is not to seek the biggest possible profit or return on assets (ROA); nor is it appropriate to seek asset growth just for the sake of growth. The primary purpose of a credit union is to provide quality, low- cost financial services that the members need.

13 Determine the organization s mission and purpose. Create a mission statement. Periodically review it for accuracy and validity. Each board member should know it, understand it, and support it (duty of loyalty). Select the CEO, support, review, and dismiss if necessary. Ensure effective organizational planning (strategic planning). Ensure adequate resources and working capital to fulfill its mission. Manage those resources effectively, legally, and within industry standards and requirements. Determine, monitor, and strengthen the organization s programs and services to fulfill its mission. Enhance the organization s public image through marketing, branding, and community activities.

14 Recruit and orient new board members. Train new and existing board members. Assess officers and individual board member s performance. Assess overall board performance. Strategic planning for now and the future. Ensure ethical integrity and maintain accountability to stockholders and members. Apply stringent standards for new board members. Look for a variety of skills, experience, and diversity. Have backgrounds that complement each other for a balanced board. Are sensitive and tolerant of other views and opinions. Willing to learn and understand the organization. Willing to attend and prepare for board meetings.

15 Establish a year-round recruitment committee. Link recruitment to your strategic plan Profile the current board. Focus on recruitment priorities after profile. Develop a written board of directors job description. Should credit unions want board members to come from the supervisory committee?

16 Attend board meetings. Be prepared and participate. Stay informed about board issues. Stay informed about the organization s mission. Serve actively on committees as requested. Be aware of your legal and fiduciary duties to the organization. Vote your conscience. Board members have no individual authority separate from the board.

17 UNDER AGE % AGE 45 TO % OVER AGE % AFRICAN AMERICAN 13.4% HISPANIC 21.7% FEMALES 50.8 % To change a stagnant board or a burned out director. To change the culture. Changing a board may take years. Encouraging dead wood to leave. Adding youth to a stagnant board may not change things if others will not accept new ideas.

18 Sometimes the older members are the best. They have the history of the organization. Emeritus positions may be an answer. Use attendance as a criteria for continued board membership. Attendance requirements can be written into the bylaws. Use a yearly evaluation process that is meaningful. Increase the size of the board for change and specific expertise permanently or temporarily. Term limits can result in the loss of high level expertise. Create a mentor program for new board members. Create a probationary period for new board members. Good format is to ask every committee chairman to give a report. A COMPLETE FINANCIAL REVIEW SHOULD BE DONE AT EVERY MEETING. Leave enough time for voting on issues. Executive Sessions for private matters such CEO evaluation, CEO compensation, etc.

19 Boards routinely use lawyers and accountants to help comply with regulatory requirements. Boards need assurance that they are discharging their fiduciary responsibility. Boards are often so concerned with compliance that they don t pay adequate attention to the future of the organization. Financial literacy Seminars and conferences like this one It is money well spent to train your directors and senior management. Use in house training. Bringing in an expert for a day is much cheaper. Reward for hard work by volunteers.

20 (3) At the time of election or appointment, or within a reasonable time thereafter, not to exceed six months, have at least a working familiarity with basic finance and accounting practices, including the ability to read and understand the Federal credit union's balance sheet and income statement and to ask, as appropriate, substantive questions of management and the internal and external auditors; NCUA REQUIREMENTS! PERSONAL RESPONSIBILITY BENEFIT THE MEMBERS UNDERSTANDING OF CREDIT UNION ISSUES RAISES EDUCATION AND PROFESSIONALISM OF YOUR BOARD HARRY BLACK

21 DO YOU THINK THE NCUA REQUIREMENTS ARE RELATED TO THE FINANCIAL CRISIS OF 2008? HARRY BLACK Allows assignment of board members to their area of experience. Saves time for general board meetings. Allows special problems to be handled privately (performance reviews, terminations, investigations of malfeasance). Assignments can be alternated for backup and diversity.

22 A board member has a history of harassing auditors, making crude comments in meetings and attacking other board members verbally. What action should be taken?

23 ONLY THE SUPERVISORS COMMITTEE CAN REMOVE A BOARD MEMBER FROM THE BOARD OF DIRECTORS. NCUA regulation section provides that credit unions may compensate no more than 2 board officers of a federal credit union.

24 A credit union board member has a fender bender in her own car, so she contacts the collections manager and borrows a repossessed vehicle to test it out to see if she wants to buy it. After two weeks, she returns it and decides not to buy. Is that a conflict of interest? A friend of a credit union board member applies for a loan and is told that their credit score is just 5 points below the requirement. He calls the board member and asks him to put in a good word for him when he writes the board to ask for a variance in loan policy. Is that a conflict of interest?

25 When individuals have commitments taking precedence over credit union activities, consideration should be given to asking that individual to resign in favor of others having schedules more compatible with the board or committee meeting schedules. A member wants to make an unsecured loan of $25,000 at a rate of 8% from a credit union that has assets of $1,000,000. This is permitted under credit union rules.

26 NOT FOR PROFIT, NOT FOR CHARITY, BUT FOR SERVICE.

NCUA LETTER TO FEDERAL CREDIT UNIONS

NCUA LETTER TO FEDERAL CREDIT UNIONS NCUA LETTER TO FEDERAL CREDIT UNIONS NATIONAL CREDIT UNION ADMINISTRATION 1775 Duke Street, Alexandria, VA 22314 DATE: February 2011 LETTER NO.: 11-FCU-02 TO: SUBJ: Federal Credit Unions Duties of Federal

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

NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016

NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016 NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016 NCR s Board of Directors is elected by the stockholders to govern the affairs of the Company. The Board selects

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

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

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines Over the course of Blue Cross and Blue Shield of North Carolina s ( BCBSNC or the Company ) history, the Board of Trustees (the

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

FEDERAL HOME LOAN BANK OF DALLAS CORPORATE GOVERNANCE

FEDERAL HOME LOAN BANK OF DALLAS CORPORATE GOVERNANCE FEDERAL HOME LOAN BANK OF DALLAS CORPORATE GOVERNANCE February, 14 2014 CORPORATE GOVERNANCE PRINCIPLES The Federal Home Loan Bank of Dallas ( Bank ) has adopted the following set of corporate governance

More information

CORPORATE GOVERNANCE GUIDELINES. 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders

CORPORATE GOVERNANCE GUIDELINES. 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders CORPORATE GOVERNANCE GUIDELINES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders The primary responsibility of directors

More information

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES Jason Industries, Inc. (the Company ) is committed to developing effective, transparent and accountable corporate governance practices. These Corporate

More information

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT The Board of Directors of The Depository Trust & Clearing Corporation ( DTCC or the Corporation ) is responsible

More information

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company

More information

CORPORATE GOVERNANCE FRAMEWORK

CORPORATE GOVERNANCE FRAMEWORK CORPORATE GOVERNANCE FRAMEWORK January 2015 TABLE OF CONTENTS 1. INTRODUCTION... 3 2. CORPORATE GOVERNANCE PRINCIPLES... 4 3. GOVERNANCE STRUCTURE... 5 4. THE BOARD S ROLE... 5 5. COMMITTEES OF THE BOARD...

More information

WOODWARD INC. DIRECTOR GUIDELINES

WOODWARD INC. DIRECTOR GUIDELINES WOODWARD INC. DIRECTOR GUIDELINES The Board of Directors (the Board ) of Woodward Governor Company (the Company ) has adopted the following Director Guidelines. These Guidelines should be interpreted in

More information

Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013)

Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) These Board Governance Guidelines, adopted by the Board of Directors (the Board ) of Motorola Solutions, Inc. (the Company

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

Infinity Federal Credit Union. Governance Policy. Table of Contents. Introduction.. 2. Corporate Governance Policy Statement 2

Infinity Federal Credit Union. Governance Policy. Table of Contents. Introduction.. 2. Corporate Governance Policy Statement 2 Infinity Federal Credit Union Governance Policy Table of Contents Page Introduction.. 2 Corporate Governance Policy Statement 2 Roles and Responsibilities of the Board and Management 2 Board Committees.

More information

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS SUN LIFE FINANCIAL INC. CHARTER OF THE BOARD OF DIRECTORS This Charter sets out: 1. The duties and responsibilities of the Board of Directors (the Board ); 2. The position description for Directors; 3.

More information

A GUIDE TO NONPROFIT BOARD SERVICE IN OREGON. Office of the Attorney General

A GUIDE TO NONPROFIT BOARD SERVICE IN OREGON. Office of the Attorney General A GUIDE TO NONPROFIT BOARD SERVICE IN OREGON Office of the Attorney General Dear Board Member: A GUIDE TO NONPROFIT BOARD SERVICE Thank you for serving as a director of a nonprofit charitable corporation.

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

METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES

METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES CORPORATE GOVERNANCE PRINCIPLES TABLE OF CONTENTS 1. OBJECT OF THESE CORPORATE GOVERNANCE PRINCIPLES 3 2. CODE OF ETHICS 3 3. BOARD RESPONSIBLITIES

More information

Introduction. Board Structure and Composition CORPORATE GOVERNANCE GUIDELINES

Introduction. Board Structure and Composition CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES Introduction The Board of Directors of Rocket Fuel Inc. has established these Corporate Governance guidelines to provide a framework within which our directors and management

More information

What are job descriptions for nonprofit board members?

What are job descriptions for nonprofit board members? What are job descriptions for nonprofit board members? Summary: Suggestions for duties and responsibilities for board members and officers. This item contains suggestions from several sources and indicates

More information

INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES. Effective January 9, 2015

INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES. Effective January 9, 2015 INTEGRATED SILICON SOLUTION, INC. CORPORATE GOVERNANCE PRINCIPLES Effective January 9, 2015 These principles have been adopted by the Board of Directors (the "Board") of Integrated Silicon Solution, Inc.

More information

GOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS

GOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS GOVERNANCE GUIDELINES OF THE NATIONAL ASSOCIATION OF CORPORATE DIRECTORS TABLE OF CONTENTS Title Page 1. History 3 2. Foreword 4 3. Mission and Vision Statement 5 4. Board Membership 5 Size of Board Mix

More information

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE This charter describes the role of the Board of Directors (the "Board") of Aimia Inc. (the "Corporation"). This charter is subject to the provisions of the

More information

ORGANIZATIONAL DOCUMENTS. a. An ownership or investment interest in any entity with which NAM has a transaction or arrangement,

ORGANIZATIONAL DOCUMENTS. a. An ownership or investment interest in any entity with which NAM has a transaction or arrangement, ORGANIZATIONAL DOCUMENTS Certificate of Incorporation By-Laws Conflict of Interest Policy Article I - Purpose The purpose of the conflict of interest policy is to protect the interest of the Nonprofit

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines A. Introduction The Board of Directors (the Board ) of (the Company ) has adopted these corporate governance guidelines to provide a framework within which the Board may

More information

MANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC.

MANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC. MANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC. MANDATE OF THE BOARD OF DIRECTORS OF STINGRAY DIGITAL GROUP INC. GENERAL 1. PURPOSE AND RESPONSIBILITY OF THE BOARD By approving this Mandate,

More information

A Guide to Corporate Governance for QFC Authorised Firms

A Guide to Corporate Governance for QFC Authorised Firms A Guide to Corporate Governance for QFC Authorised Firms January 2012 Disclaimer The goal of the Qatar Financial Centre Regulatory Authority ( Regulatory Authority ) in producing this document is to provide

More information

HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER

HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER I. Purpose HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER The purpose of the Nominating, Governance and Social Responsibility Committee (the

More information

LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES

LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES LOOKSMART, LTD. CORPORATE GOVERNANCE GUIDELINES As ratified on 10/18/10 The board has developed corporate governance practices to help fulfill its responsibility to the shareholders. These practices are

More information

FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE

FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE As amended, restated, and approved by the Boards of Directors on July 28, 2015 This Charter sets

More information

The Rubicon Project, Inc. Corporate Governance Guidelines

The Rubicon Project, Inc. Corporate Governance Guidelines The Rubicon Project, Inc. Corporate Governance Guidelines These Corporate Governance Guidelines reflect the corporate governance practices established by the Board of Directors (the Board ) of The Rubicon

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Audit Committee ) is appointed by the Board of Directors (the Board ) of NVIDIA Corporation, a Delaware corporation

More information

CORPORATE CREDIT UNION GUIDANCE LETTER

CORPORATE CREDIT UNION GUIDANCE LETTER CORPORATE CREDIT UNION GUIDANCE LETTER NO. 2005-02 DATE: April 5, 2005 SUBJ: Governance Policies TO: The Corporate Credit Union Addressed The National Credit Union Administration s (NCUA) Office of Corporate

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines Teachers Federation Health Ltd ABN: 86 097 030 414 Original Endorsed: 25/06/2015 Version: December 2015 1. Corporate Governance Framework 1 2. Board of Directors 2 3. Performance

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

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Nominating and Corporate Governance Committee (the Governance Committee ) of the Board of Directors (the Board ) of Hilton Worldwide Holdings Inc. (the

More information

STATEMENT OF VALUES AND CODE OF ETHICS

STATEMENT OF VALUES AND CODE OF ETHICS STATEMENT OF VALUES AND CODE OF ETHICS INTRODUCTION The Smithsonian Institution is a public trust whose mission is the increase and diffusion of knowledge. The Smithsonian was established by the United

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

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER

ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER I. PURPOSE ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER (As Revised January 28, 2013) The Audit Committee shall provide assistance to the Company's Board of Directors (the "Board") in fulfilling the

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

CORPORATE GOVERNANCE GUIDELINES WD 40 COMPANY

CORPORATE GOVERNANCE GUIDELINES WD 40 COMPANY CORPORATE GOVERNANCE GUIDELINES WD 40 COMPANY The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of WD 40 Company (the Company ) to

More information

RESPONSIBILITIES OF BOARD

RESPONSIBILITIES OF BOARD RESPONSIBILITIES OF BOARD I. OFFICER AND DIRECTOR RESPONSIBILITY... I-1 A. GENERAL DUTIES OF OFFICERS AND DIRECTORS... I-1 B. BUSINESS JUDGMENT... I-1 C. SPECIFIC OBLIGATIONS... I-1 D. CHECKLIST OF DIRECTOR

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

Revised May 2007. Corporate Governance Guideline

Revised May 2007. Corporate Governance Guideline Revised May 2007 Corporate Governance Guideline Table of Contents 1. INTRODUCTION 1 2. PURPOSES OF GUIDELINE 1 3. APPLICATION AND SCOPE 2 4. DEFINITIONS OF KEY TERMS 2 5. FRAMEWORK USED BY CENTRAL BANK

More information

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES I. Board of Directors The business and affairs of the Corporation are managed under the direction of the Board of Directors. The Board represents the

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The Role of the Board and Management The Board of Directors (the Board ) of Host Hotels & Resorts, Inc. ( Host or the Company ) oversees the management of Host and its business.

More information

Corporate Governance Principles. February 23, 2015

Corporate Governance Principles. February 23, 2015 Corporate Governance Principles February 23, 2015 The Board of Directors (the Board ) of The Boeing Company ( Boeing or the Company ) has adopted the following corporate governance principles (the Principles

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

Board of Directors Charter and Corporate Governance Guidelines

Board of Directors Charter and Corporate Governance Guidelines INTRODUCTION The Board of Directors (the Board ) of Molson Coors Brewing Company (the Company ) has developed and adopted this set of corporate governance principles and guidelines (the Guidelines ) to

More information

Ohio State Bar Foundation. January 29, 2015. A Primer on Board Fiduciary Responsibility

Ohio State Bar Foundation. January 29, 2015. A Primer on Board Fiduciary Responsibility Ohio State Bar Foundation January 29, 2015 A Primer on Board Fiduciary Responsibility William J. Culbertson, Esq. Baker & Hostetler LLP 3200 PNC Center 1900 East 9 th Street Cleveland, Ohio 44114 Telephone:

More information

PDC Energy, Inc. Corporate Governance Guidelines

PDC Energy, Inc. Corporate Governance Guidelines PDC Energy, Inc. Corporate Governance Guidelines As Amended June 4, 2015 The Board of Directors (the "Board") of PDC Energy, Inc. ( PDC or the Company ) has adopted these guidelines to promote the effective

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE BOARD OF DIRECTORS MANDATE Board approved: May 7, 2014 This mandate provides the terms of reference for the Boards of Directors (each a Board ) of each of Economical Mutual Insurance Company ( Economical

More information

CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES

CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Care.com, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (these Guidelines ) to assist

More information

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES These (the Guidelines ) have been adopted by the Board of Directors of Command Center, Inc., to assist the Board and its committees in the exercise

More information

What are the legal responsibilities of, and risks to, the directors and officers of a non-profit board?

What are the legal responsibilities of, and risks to, the directors and officers of a non-profit board? Number 19 February-March 2001 (updated January 2003) DIRECTORS & OFFICERS LIABILITY INSURANCE A number of you have called CFC over the years asking a variety of questions about Directors and Officers Liability

More information

HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER

HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER I. Purpose and Authority The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Hewlett-Packard

More information

Guidelines for Corporate Governance

Guidelines for Corporate Governance The following Guidelines for Corporate Governance have been adopted by the Board of Directors ( Board ) of MAXIMUS, Inc. (the Company ) to serve as a guide for the exercise of the Board s responsibilities.

More information

General Finance Corporation Corporate Governance Guidelines

General Finance Corporation Corporate Governance Guidelines Introduction General Finance Corporation Corporate Governance Guidelines The Board of Directors (the Board ) of General Finance Corporation ( General Finance ) approved the following corporate governance

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

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

CINTAS CORPORATION. Corporate Governance Guidelines. As Revised Through March 18, 2014

CINTAS CORPORATION. Corporate Governance Guidelines. As Revised Through March 18, 2014 CINTAS CORPORATION Corporate Governance Guidelines As Revised Through March 18, 2014 The Board of Directors (the Board ) and the Nominating and Corporate Governance Committee of Cintas Corporation (the

More information

MORUMBI RESOURCES LTD. CORPORATE GOVERNANCE GUIDELINES

MORUMBI RESOURCES LTD. CORPORATE GOVERNANCE GUIDELINES 1 INTRODUCTION MORUMBI RESOURCES LTD. CORPORATE GOVERNANCE GUIDELINES 1.1 The Board of Directors (the Board ) of Morumbi Resources Ltd. ( Morumbi ) is committed to adhering to the highest possible standards

More information

Accounting Ethics: The Moral of the Story

Accounting Ethics: The Moral of the Story Accounting Ethics: The Moral of the Story Dinah Payne 1 Role of Financial Reporting To provide information that is useful in making business and economic decisions To serve the public interest To communicate

More information

INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES

INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES A. The Roles of the Board of Directors and Management 1. The Board of Directors The business of Invitae Corporation (the Company ) is conducted under

More information

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. (Adopted as of August 4, 2014; Amended as of January 20, 2016)

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. (Adopted as of August 4, 2014; Amended as of January 20, 2016) CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY (Adopted as of August 4, 2014; Amended as of January 20, 2016) The Board of Directors (the Board ) of Tribune Publishing Company (the Company

More information

Nonprofit Board Members and Senior Management:

Nonprofit Board Members and Senior Management: Nonprofit Board Members and Senior Management: The Office of Attorney General recognizes the vital service that you provide to your community through your work as a board member or senior manager of a

More information

DENTSPLY INTERNATIONAL INC. CORPORATE GOVERNANCE GUIDELINES/POLICIES

DENTSPLY INTERNATIONAL INC. CORPORATE GOVERNANCE GUIDELINES/POLICIES DENTSPLY INTERNATIONAL INC. CORPORATE GOVERNANCE GUIDELINES/POLICIES TABLE OF CONTENTS I. Functions/Responsibilities of the Board of Directors...1 II. Selection/Service of Board Members...2 A. Identification...2

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

AVOIDING THE DOGHOUSE

AVOIDING THE DOGHOUSE AVOIDING THE DOGHOUSE By: Todd M. Kiesz Jeffers, Danielson, Sonn & Aylward, P.S 2600 Chester Kimm Road, Wenatchee, WA 98801 1-509-662-3685 (tel.) toddk@jdsalaw.com Outline Types of Liability Risks Protections

More information

Corporate Governance Principles

Corporate Governance Principles Corporate Governance Principles I. Purpose These Corporate Governance Principles, adopted by the Board of Directors of the Company, together with the charters of the Audit Committee, the Compensation Committee,

More information

INTUITIVE SURGICAL, INC. CORPORATE GOVERNANCE GUIDELINES

INTUITIVE SURGICAL, INC. CORPORATE GOVERNANCE GUIDELINES INTUITIVE SURGICAL, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Intuitive Surgical, Inc., a Delaware corporation (the Company ), has adopted the following Corporate Governance

More information

JERNIGAN CAPITAL, INC. CORPORATE GOVERNANCE GUIDELINES

JERNIGAN CAPITAL, INC. CORPORATE GOVERNANCE GUIDELINES JERNIGAN CAPITAL, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Jernigan Capital, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines

More information

The Vancouver Police Board s Vision is to be a leader in police governance, through excellence in civilian oversight.

The Vancouver Police Board s Vision is to be a leader in police governance, through excellence in civilian oversight. C: BOARD MEMBER TERMS OF REFERENCE CHARTER OF EXPECTATIONS FOR POLICE BOARD MEMBERS A. Introduction 1. The Police Act, Part 5, s. 23(1), requires that the Board consist of the Mayor, who is designated

More information

RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES

RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Rally Software Development Corp. ( Rally ) has established the following guidelines for the conduct

More information

BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014)

BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) INTRODUCTION The Board of Directors (the Board ) of Benchmark Electronics, Inc. (the Company

More information

STATEMENT OF CORPORATE GOVERNANCE GUIDELINES

STATEMENT OF CORPORATE GOVERNANCE GUIDELINES STATEMENT OF CORPORATE GOVERNANCE GUIDELINES As Approved by the Board of Directors on October 10, 2005 and Amended on January 25, 2007, April 17, 2008, October 29, 2009, June 30, 2010, August 9, 2012,

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

BlueScope Steel Limited Audit and Risk Committee Charter

BlueScope Steel Limited Audit and Risk Committee Charter BlueScope Steel Limited Audit and Risk Committee Charter 1 Purpose 1.1 Committee of the Board The Audit and Risk Committee (Committee) is a committee of the Board, with the specific powers delegated as

More information

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Intrepid Potash, Inc. (the Corporation ) has adopted these Corporate Governance Guidelines as a framework to

More information

Oceaneering International, Inc. Corporate Governance Guidelines

Oceaneering International, Inc. Corporate Governance Guidelines Oceaneering International, Inc. Corporate Governance Guidelines 1. Director Qualifications The Company s Bylaws provide that the Board of Directors (the Board ) will not be less than three nor more than

More information

CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES

CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES A. BOARD COMPOSITION 1. Selection of Chairman and CEO It is the policy of the Board

More information

DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES

DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES The Nominating and Corporate Governance Committee has developed and recommended, and the Board of Directors (the Board ) of Demand Media, Inc. (the Company

More information

Governance Principles

Governance Principles Governance Principles COPYRIGHT 2016 GENERAL ELECTRIC COMPANY GOVERNANCE PRINCIPLES Governance Principles The following principles have been approved by the board of directors and, along with the charters

More information

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013 I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper

More information

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES Adopted March 1, 2016 The following Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Five Star Quality

More information

Corporate Governance Guidelines. Cathay General Bancorp. As adopted March 15, 2012, and amended March 20, 2014

Corporate Governance Guidelines. Cathay General Bancorp. As adopted March 15, 2012, and amended March 20, 2014 Corporate Governance Guidelines of Cathay General Bancorp As adopted March 15, 2012, and amended March 20, 2014 The following Corporate Governance Guidelines have been adopted by the Board of Directors

More information

Guide for Board Members of Charitable Organizations

Guide for Board Members of Charitable Organizations The Attorney General s Guide for Board Members of Charitable Organizations Commonwealth of Massachusetts Office of Attorney General Maura Healey March 2015 One Ashburton Place (617) 727-2200 Boston, MA

More information

MERCK & CO., INC. POLICIES OF THE BOARD. Specifically, the Board, as a body or through its committees or members, should

MERCK & CO., INC. POLICIES OF THE BOARD. Specifically, the Board, as a body or through its committees or members, should MERCK & CO., INC. POLICIES OF THE BOARD (1) Philosophy and functions of the Board The primary mission of the Board is to represent and protect the interests of the Company s shareholders. In so doing,

More information

of a pension committee

of a pension committee Régie des rentes du Québec Supplemental Pension Plans of a pension committee Administe r ing a p e nsion plan well Instalment 2 Acknowledgements We wish to thank all those who contributed to the preparation

More information

Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange

Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange CONTENTS Topic Page Preamble 3 Chapter One: Definitions 5 Chapter Two: The Board of Directors of the Shareholding

More information

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES 2014 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the Board ) is to promote the best interests of the Company through overseeing

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC. This Charter identifies the purpose, membership, meeting requirements and committee responsibilities of the Audit

More information

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES The following are the corporate governance principles and practices of the Board of Trustees of Brandywine Realty Trust (the Company

More information

MACQUARIE TELECOM GROUP LIMITED AUDIT COMMITTEE CHARTER

MACQUARIE TELECOM GROUP LIMITED AUDIT COMMITTEE CHARTER MACQUARIE TELECOM GROUP LIMITED AUDIT COMMITTEE CHARTER Adopted by the Board: 3 April 2007 A. Introduction This charter governs the operations of the Audit Committee of Macquarie Telecom Group Limited.

More information

CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION

CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION As of January 1, 2015 BOVIE MEDICAL CORPORATION Corporate Governance Guidelines I. INTRODUCTION... 1 II. BOARD COMPOSITION AND DIRECTOR QUALIFICATIONS...

More information

BURLINGTON STORES, INC. BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES

BURLINGTON STORES, INC. BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES BURLINGTON STORES, INC. BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the Board ) of Burlington Stores, Inc. (the Company ) has developed and adopted these Corporate

More information

CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES. (Amended as of June 13, 2014)

CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES. (Amended as of June 13, 2014) CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended as of June 13, 2014) 1. The Role of the Board of Directors The Board of Directors is responsible for the oversight of the Corporation

More information