Corporate Governance and Shareholder Engagement

Size: px
Start display at page:

Download "Corporate Governance and Shareholder Engagement"

Transcription

1 Corporate Governance and Shareholder Engagement Everything we do at Artemis is designed to deliver outstanding investment performance and service to our clients. Our approach to corporate governance and engagement proceeds from that aim. We therefore support the seven principles set out by the Financial Reporting Council (FRC) in The UK Stewardship Code and our position in relation to them is set out below. Principle 1 Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities. Artemis is an active investment manager. With the exception of our quantitative based investment strategies* fundamental research and regular meetings with company managers form a central part of our investment process. Close scrutiny of the performance, strategy and management decisions of the companies in which we invest is central to our stock-picking approach. To protect and nurture the long-term value of our clients investments, we take seriously our duty to uphold and improve the corporate governance standards of the companies in which we invest. We consider industry guidelines such as the UK Corporate Governance Code* when assessing companies governance arrangements. In line with the comply or explain approach we will carefully consider explanations when companies fall short of complying with the requirements of the Code. In some cases, we look for evidence that progress is being made towards compliance. In other cases, an alternative approach may be more appropriate taking into consideration the size, complexity and nature of the business. We report regularly to our clients on our voting and stewardship activities. In addition, a summary of our voting record is provided on our website each quarter. Principle 2 Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship which should be publicly disclosed. Artemis is an independently managed investment management firm so it doesn t encounter some of the conflicts of interest that larger investment management or financial services companies can face. We recognise, however, that conflicts of interest still occur even in less complex businesses. For example, an investee company s pension scheme might be a client of Artemis or Artemis may have investments in Affiliated Managers Group Inc (AMG) which owns a stake in our business. Given this, we actively seek to identify any actual or potential conflicts of interest associated with our business and have put in place appropriate control processes. Artemis maintains a firm-wide conflicts of interest policy. Any potential conflicts of interest are recorded in a matrix which allows us to monitor, manage and prevent these conflicts from having an adverse impact on our clients. Both the conflicts of interest policy and the accompanying matrix are reviewed and approved by our management committee. On occasion, the interests of our clients may conflict with those of our business. In these instances, we will always put our clients first. On other occasions, a decision on voting may benefit, or be perceived to benefit, Artemis. In these instances we will either a) vote in accordance with Artemis corporate governance voting policy or b) obtain approval for the decision from Artemis chief investment officer and record the explanation. Further information regarding potential conflicts of interest is available on request. Principle 3 Institutional investors should monitor their investee companies. Our primary objective is to outperform the market and produce long term returns for our clients. To that end, we conduct fundamental analysis on the companies in which we invest. We make use of: published reports, announcements and circulars; internal and external research and data; proprietary screening tools; and meetings* with senior company managers, their advisers and other interested parties on a variety of matters such as strategy, performance, risk, dividend policy, governance and remuneration. Meetings with companies also provide an opportunity to review progress and, where we have concerns, challenge decision-making by management. Our preference is to engage with companies in private meetings. In general, we don t send representatives to general meetings. Records of meetings with management and their advisers are stored electronically and include discussions on stewardship, environmental and social issues where relevant. As investors we may not wish to be made insiders. We request that investee companies and their advisers ensure that information that could affect our ability to deal in the shares of a company is not conveyed without prior agreement. The fund managers will make their decision based on whether they wish to retain the ability to deal in the shares of the company concerned. Source: *SmartGARP is Artemis in-house proprietary, quantitative model which analyses multiple factors both company-specific and macroeconomic to construct a portfolio of stocks. Company engagement does not form part of this investment strategy. **UK Corporate Governance Code, September 2014, FRC

2 Principle 4 Institutional investors should establish clear guidelines on when and how they will escalate their stewardship activities. Artemis is an active investor but we are not activist investors. While our policy on engaging with companies does not constitute an obligation to micro-manage their affairs, we intervene where necessary in an objective and informed way. We may intervene if we have cause for concern about a company s strategy, operational performance, acquisition and disposal strategy, internal controls (or lack thereof) or remuneration packages. How we respond to these concerns depends on how we judge we might best serve the needs of our clients. For example, we may: enter into active dialogue with company boards and management; abstain or vote against management resolutions at company meetings write to the companies in which we invest to explain our expectations as owners; collaborate with other shareholders to bring co-ordinated pressure to bear on a company s board; or submit resolutions at shareholders meetings. Long-term movements in a company s share price following any intervention will be the measure by which we judge the success (or otherwise) of our actions. While this approach is designed to deal effectively with performance concerns, it does not preclude a decision to sell a holding if we deem this to be the most effective response. Principle 5 Institutional investors should be willing to act collectively with other investors where appropriate. Our engagement policy focuses on meeting and talking to company directors. But this does not preclude collaboration with other major shareholders if our objectives are aligned and if we believe collective action will result in a more positive outcome. Institutional investors interested in collective engagement should contact the corporate governance team: Principle 6 Institutional investors should have a clear policy on voting and disclosure of voting activity We take seriously our responsibility to ensure that the voting rights for which we are responsible are exercised in an informed, considered manner, within the context of a positive relationship with company management. Artemis seeks to vote its shares with regard to all stocks in the UK and overseas where possible with the exception of our quantitative and fledging strategies*. Our voting activity is informed and implemented by a specialist independent corporate governance research and voting provider, Institutional Shareholder Services (ISS). The independent governance analysis with which ISS provides us with draws on market, national and international legal and best practice from around the world. Fund managers have access to this analysis in the form of governance reports disseminated through our internal company notes system. ISS provides a summary of all resolutions put forward at company meetings along with an assessment of the extent to which the company s governance arrangements are in line with best practice. We would emphasize that, while ISS provides valuable research to help with our voting decisions, final voting decisions are made by Artemis fund managers. Where our voting instructions differ from our agreed policy or where resolutions need to be reviewed on a case-by-case basis, they are confirmed by us to ISS, who transmit the instructions on our behalf. This process maintains a clear audit trail of votes cast and explanatory reasons for voting against, abstaining from or voting with management on contentious issues. Although our preferred action is to support management resolutions, the instances where our voting intentions may override support for management are set out in an appendix to this document. If companies have any voting queries they should contact At present, we do not participate in stock lending for clients portfolios. In the event that a client s custodian lends stock, Artemis will not recall it for voting purposes without prior arrangement. Where there remain issues with specific companies or jurisdictions with regard to share blocking, our ability to deal in securities will take precedence over voting. Principle 7 Institutional investors should report periodically on their stewardship and voting activities. Voting activity and details where we have voted against management are included in the standard quarterly investment reports we send to our institutional clients. A summary of our voting activity is provided quarterly and is available at We have not sought an independent opinion on our shareholder engagement policy or voting process. However, as part of the due diligence processes that we conduct when outsourcing operational processes to third parties, we ensure that the services they provide meet the required standards and effective operating controls are in place. Policy last reviewed April Source: * Artemis votes for all strategies with the exception of those managed on a quantitative basis or fledgling strategies defined as those with assets of less than 50 million, unless client mandates specify otherwise.

3 Further information For further information please contact Inez Oliver on or Artemis Investment Management LLP Cassini House 57 St James s Street London SW1A 1LD 42 Melville Street Edinburgh EH3 7HA Authorised and regulated by the Financial Conduct Authority

4 Appendix: How we vote Generally we tend to support management resolutions in the context of the conduct of good corporate governance practice as set out in national and international corporate governance codes and guidance. The principles that guide our votes and instances in which our clients interests may override support for management proposals are set out below. Unless otherwise stated these principles are applied across all geographic regions. Board Composition Independence Every company should be headed by an effective board which is collectively responsible for the long-term success of the company. Our preference is for at least half the board to be independent with smaller companies having at least two independent non-executive directors. We look carefully at explanations where the independence of directors does not conform to the UK Corporate Governance Code ( the Code ) as we believe it is more important to consider the contribution, judgement and character of the director rather than rely on any formulaic criteria. For example, tenure, participation in the company s share option scheme or other business relationships are often linked to the concept of independence, but in our view these links do not necessarily prevent non-executive directors discharging their duties and responsibilities effectively. We do not consider non-executive directors of AIM companies who hold options (also common in the US) or more generally where tenure is in excess of nine years to automatically create independence issues for a board. In some countries, particularly in Europe employee representation on the board is required by law or considered best practice. In these circumstances we look to evaluate the independence of the board based on elected directors and in line with local corporate governance best practice. In Japan, dependent on board structure we will abstain if there are no outside/independent directors. In other circumstances, in the absence of a suitable explanation we are likely to abstain against individual directors if the board does not conform to the Code. Chairman The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role. There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for running the company s business. We believe the roles of chairman and chief executive should be separate. It may be necessary for a short time for these roles to be exercised by the same director, however we would look for a clear rationale for this decision, and the circumstances in which a resolution is likely. We would expect a Senior/Lead Independent Director to be nominated in these circumstances. In the absence of a suitable explanation we are likely to abstain where the CEO/chairman roles are combined. We will generally support shareholder proposals to separate the roles of CEO and chairman and the appointment of a lead independent director. Election of directors We believe it is in the interests of shareholders that all directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance. Our preference is for all directors to be elected annually by a majority vote standard and boards should not be classified (where a portion of directors serve different term lengths). We will generally support shareholder proposals which seek to declassify a board or request a majority vote standard for the election of directors. We will consider abstaining on the re-election of directors where we have concerns over a director s performance or overall business performance and strategy. Committees The nomination committee should lead the process for board appointments and make recommendations to the board. A majority of the members should be independent. Audit and Remuneration committees should consist of three or in the case of smaller companies, two independent non-executive directors. We will consider abstaining on the re-election of the committee chairman or members of the committee where the committee does not conform to best practice or where we believe the committee has failed in its duties or where engagement has not been forthcoming. Report & Accounts We are likely to abstain on resolutions relating to the report & accounts where the company has restated results within the last year other than due to new accounting standards, or where the auditors have not agreed with the disclosure and accounting procedures applied (a qualified audit opinion). We will consider issues where the auditors have highlighted fundamental uncertainties within the accounts or other areas of concern or where the auditor is proposed to be changed following the issuance of a qualified audit opinion or the inclusion of an emphasis of matter in the audit report on a case-by-case basis. Remuneration We support rewarding management for good long-term performance and look for a simple remuneration structure. Other structures may be appropriate but typically consist of a salary, pension/benefits (if applicable), an annual bonus partially deferred into shares and a long term incentive with performance measured over at least three years. Performance targets should be stretching and support the strategy of the company. Combinations of strategic and financial performance measures are normally appropriate for short term incentive plans. Long term performance measures, should focus on long-term growth, for example in earnings, cash generation, dividend growth, return on capital with at least one performance measure with a significant weighting linked directly to shareholder returns. Direct shareholdings by executive directors should be meaningful as we believe this provides a strong link with the interests of shareholders.

5 Appendix: How we vote In the US we expect long-term incentives to be predominantly performance rather than time based awards. We will abstain on the remuneration policy/report where awards are not subject to performance conditions or where long term incentive schemes have a minimum performance or vesting period of less than three years. We will abstain on the remuneration report where performance conditions have been changed retrospectively In Japan overall executive pay remains moderate/low by international standards and performance related pay is not common. Therefore we are likely to support bonus payments except in certain circumstances where recipients include outsiders. Subject to local laws, we are likely to abstain where a directors notice period exceeds 12 months or where severance payments in the event of early termination of a director s contract exceed 12 months salary (pension and benefits). If the payment of a bonus is considered this should be pro-rated. We are likely to abstain where recruitment awards exceed unvested amounts left at a previous employment. Awards should be in shares and subject to performance conditions. We will consider proposals to pay a success or transaction bonus on a case-by-case basis. Shareholders rights We will abstain on anti-takeover provisions and reductions to voting rights which we do not believe are in the interests of shareholders. We will normally support shareholder resolutions which seek to improve shareholders rights and are in the best interests of shareholders generally such as one-share one-vote. Corporate actions Corporate actions are generally considered on a caseby-case basis such as capital raising, restructuring and reincorporation issues and include placings, rights issues, tender offers, issues of warrants, open offers, de-listing or moving to an unregulated market, mergers, acquisitions and disposals or where it is proposed by the board to remove the limits of their borrowing powers or amend terms of indemnification. Schemes of arrangement, significant transactions (including party-related) and bundled resolutions are also considered on a case-by-case basis. We will abstain from or vote against resolutions where the board does not specify the rights/terms attaching to the possible, future issue of preferred shares at the time of issue. We do not support resolutions which allow any other business. June /06/15/KY

Pictet Asset Management Limited. The UK Stewardship Code Compliance Statement

Pictet Asset Management Limited. The UK Stewardship Code Compliance Statement Pictet Asset Management Limited The UK Stewardship Code Compliance Statement November 2013 Introduction Pictet Asset Management aims to be a leading asset management group worldwide, and as agents of our

More information

UK Corporate Governance and Corporate Engagement Policy and the UK Stewardship Code.

UK Corporate Governance and Corporate Engagement Policy and the UK Stewardship Code. UK Corporate Governance and Corporate Engagement Policy and the UK Stewardship Code. GVO Investment Management Limited ( GVOIM ) and responsible investment We believe that the majority of techniques employed

More information

Stewardship Code Updated: August 2014

Stewardship Code Updated: August 2014 Stewardship Code Updated: August 2014 Professional Investors only 67 Contents 1. Stewardship and the Code 69 2. Background 70 3. Responsibilities 70 4. Disclosure on the Stewardship Principles 71 4.1 Principle

More information

Corporate Governance and Voting Policy. Jupiter s approach to corporate governance, corporate responsibility and voting

Corporate Governance and Voting Policy. Jupiter s approach to corporate governance, corporate responsibility and voting Corporate Governance and Voting Policy Corporate Governance and Voting Policy Jupiter s approach to corporate governance, corporate responsibility and voting May 2015 Contents Corporate Governance and

More information

Schroders Investment and Corporate Governance: Schroders Policy

Schroders Investment and Corporate Governance: Schroders Policy January 2013 Schroders Investment and Corporate Governance: Schroders Policy Contents Investment and Corporate Governance: Schroders Policy 2 Corporate Governance: The Role and Objectives of Schroders

More information

UK Stewardship Code. Response by Generation Investment Management LLP. London / 31 March, 2015. Generation Investment Management Page 1

UK Stewardship Code. Response by Generation Investment Management LLP. London / 31 March, 2015. Generation Investment Management Page 1 UK Stewardship Code Response by LLP London / 31 March, 2015 Page 1 This document, available on our website, outlines our response to the UK Stewardship Code and the ways in which we discharge our stewardship

More information

For personal use only

For personal use only Statement of Corporate Governance for the Year Ended 30 June 2015 This Corporate Governance Statement is current as at 1 September 2015 and has been approved by the Board of Equus Mining Limited ( the

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

THE COMBINED CODE PRINCIPLES OF GOOD GOVERNANCE AND CODE OF BEST PRACTICE

THE COMBINED CODE PRINCIPLES OF GOOD GOVERNANCE AND CODE OF BEST PRACTICE THE COMBINED CODE PRINCIPLES OF GOOD GOVERNANCE AND CODE OF BEST PRACTICE Derived by the Committee on Corporate Governance from the Committee s Final Report and from the Cadbury and Greenbury Reports.

More information

Corporate Governance Policy and Voting Guidelines for Investment Companies

Corporate Governance Policy and Voting Guidelines for Investment Companies Corporate Governance Policy and Voting Guidelines for Investment Companies November 2012 www.napf.co.uk Contents Page Introduction... 2 AIC Code... 3 NAPF Guidelines... 4 1 Introduction At the NAPF we

More information

Incorporating ABI, NAPF and FRC feedback into your AGM and reporting

Incorporating ABI, NAPF and FRC feedback into your AGM and reporting Incorporating ABI, NAPF and FRC feedback into your AGM and reporting Every year the Association of British Insurers (ABI), National Association of Pension Funds (NAPF) and Financial Reporting Council (FRC)

More information

Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015

Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Contents INTRODUCTION 2 THE BOARD 3 ROLE OF THE BOARD 5 TERMS OF REFERENCE OF THE NOMINATIONS

More information

The UK Corporate Governance Code

The UK Corporate Governance Code Code Corporate Governance Financial Reporting Council September 2012 The UK Corporate Governance Code The FRC does not accept any liability to any party for any loss, damage or costs howsoever arising,

More information

Corporate Governance Guide for Investment Companies

Corporate Governance Guide for Investment Companies Incorporating the UK Corporate Governance Code and the AIC Code of Corporate Governance February 2015 www.theaic.co.uk Contact details The Association of (AIC) represents closed-ended investment companies

More information

BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE

BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE INTRODUCTION British Sky Broadcasting Group plc ( the Company ) endorses the statement in the UK Corporate Governance Code ( the Corporate

More information

VONTOBEL POLICY GUIDELINES FOR VOTING PROXIES

VONTOBEL POLICY GUIDELINES FOR VOTING PROXIES VONTOBEL POLICY GUIDELINES FOR VOTING PROXIES As an investment advisor, Vontobel Asset Management, Inc. (VAMUS) exercises an important responsibility by voting proxies, since the outcome of shareholder

More information

BAILLIE GIFFORD. Global Corporate Governance Principles and Guidelines 2016

BAILLIE GIFFORD. Global Corporate Governance Principles and Guidelines 2016 BAILLIE GIFFORD Global Corporate Governance Principles and Guidelines 2016 Global Corporate Governance Principles and Guidelines 2016 Contents Introduction 3 Global Corporate Governance Guidelines 5 Appendix

More information

EFAMA Code for external governance

EFAMA Code for external governance EFAMA Code for external governance Principles for the exercise of ownership rights in investee companies 06.04.2011 18 Square de Meeûs B-1050 Bruxelles +32 2 513 39 69 Fax +32 2 513 26 43 e-mail : info@efama.org

More information

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014)

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014) - 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 3rd March 2014) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities

More information

Notion VTec Berhad (Company No. 637546-D) Board Charter

Notion VTec Berhad (Company No. 637546-D) Board Charter 1. Introduction In achieving the objectives of transparency, accountability and effective performance for Notion VTec Berhad ( Notion or the Company ) and its subsidiaries ( the Group ), the enhancement

More information

Progen Pharmaceuticals Limited ABN 82 010 975 612

Progen Pharmaceuticals Limited ABN 82 010 975 612 Progen Pharmaceuticals Limited ABN 82 010 975 612 Corporate Governance - 2015 Progen Pharmaceuticals Limited (the Company or Progen ) is a dual listed Australian company. Our primary listing is on the

More information

IRE-TEX CORPORATION BERHAD (Company No: A)

IRE-TEX CORPORATION BERHAD (Company No: A) IRE-TEX CORPORATION BERHAD (Company No: 576121-A) BOARD CHARTER 1. OVERVIEW The Board of Directors ( Board ) of Ire-Tex Corporation Berhad ( the Company ) is committed towards ensuring good corporate governance

More information

REMUNERATION COMMITTEE

REMUNERATION COMMITTEE 8 December 2015 REMUNERATION COMMITTEE References to the Committee shall mean the Remuneration Committee. References to the Board shall mean the Board of Directors. Reference to the Code shall mean The

More information

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

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

More information

2014 LEGAL & GENERAL INVESTMENT MANAGEMENT. Corporate Governance & Responsible Investment Policy UK.

2014 LEGAL & GENERAL INVESTMENT MANAGEMENT. Corporate Governance & Responsible Investment Policy UK. 2014 LEGAL & GENERAL INVESTMENT MANAGEMENT Corporate Governance & Responsible Investment Policy UK. 2 Contents INTRODUCTION 3 COMPANY BOARD 4 Role - The chairman and chief executive officer - Senior independent

More information

EDUSPEC HOLDINGS BERHAD (Company No.: X)

EDUSPEC HOLDINGS BERHAD (Company No.: X) 1. INTRODUCTION The Board of Directors ( the Board ) supports the Principle 1 of the Recommendation 1.7 The board should formalise, periodically review and make public its board charter as laid out in

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

Corporate Governance Guide for Investment Companies

Corporate Governance Guide for Investment Companies The Association of Investment Companies Corporate Governance Guide for Investment Companies Incorporating the UK Corporate Governance Code and the AIC Code of Corporate Governance February 2013 www.theaic.co.uk

More information

Voting Policy Client Assets

Voting Policy Client Assets Voting Policy Client Assets Content 1. Introduction... 4 2. Managing conflicts of interest... 5 3. Underlying principles of the voting policy... 6 4. Voting policy for specific agenda items... 7 4.1 Boards

More information

The UK Corporate Governance Code

The UK Corporate Governance Code Code Corporate Governance Financial Reporting Council September 2014 The UK Corporate Governance Code The FRC is responsible for promoting high quality corporate governance and reporting to foster investment.

More information

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

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

More information

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT INTRODUCTION The Board is responsible for establishing Xanadu s corporate governance framework, the key features of which are set out in this Corporate Governance Statement.

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

CORPORATE GOVERNANCE GUIDELINES (as amended through February 21, 2014)

CORPORATE GOVERNANCE GUIDELINES (as amended through February 21, 2014) 1. Director Qualifications CENTURYLINK, INC. CORPORATE GOVERNANCE GUIDELINES (as amended through February 21, 2014) The Board will have a majority of independent directors. The Nominating and Corporate

More information

Corporate Governance Report

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

More information

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

Global corporate governance & engagement principles

Global corporate governance & engagement principles Global corporate governance & engagement principles June 2014 Contents Introduction to BlackRock 2 Philosophy on corporate governance 2 Corporate governance, engagement and voting 3 - Boards and directors

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

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 PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014)

CORPORATE GOVERNANCE PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014) CORPORATE GOVERNANCE PRINCIPLES OF ZEAL NETWORK SE (as adopted by the Supervisory Board and Executive Board on 19 November 2014) FOREWORD ZEAL Network SE ("Company") transferred its registered office from

More information

Legal & general investment management. corporate governance & Responsible investment policy.

Legal & general investment management. corporate governance & Responsible investment policy. Legal & general investment management corporate governance & Responsible investment policy. Contents Introduction 1 The Corporate governance department 2 Structure and accountability of the board 3 remuneration

More information

WSP GLOBAL INC. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES

WSP GLOBAL INC. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES WSP GLOBAL INC. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES MARCH 2015 TABLE OF CONTENTS 3 WSP GLOBAL INC. 3 INTRODUCTION 3 A.BOARD RESPONSIBILITIES 3 B. EXPECTATIONS OF DIRECTORS 4 C. BOARD ORGANIZATION

More information

SMFG Corporate Governance Guideline

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

More information

Immune Therapeutics. Corporate Governance Guidelines.

Immune Therapeutics. Corporate Governance Guidelines. Immune Therapeutics Corporate Governance Guidelines The Board of Directors has adopted these Guidelines in order to reflect the Company s commitment to good corporate governance. The Board believes that

More information

Mount Gibson Iron Limited Corporate Governance Policies and Practices Manual Shareholder Communication Policy

Mount Gibson Iron Limited Corporate Governance Policies and Practices Manual Shareholder Communication Policy 1 Introduction 1.1 Mount Gibson Iron Limited (the Company) is committed to the following objectives: (d) (e) Ensuring that shareholders and the market are provided with full and timely information about

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

CODE OF CORPORATE GOVERNANCE 2 MAY 2012

CODE OF CORPORATE GOVERNANCE 2 MAY 2012 CODE OF CORPORATE GOVERNANCE 2 MAY 2012 BOARD MATTERS BOARD MATTERS THE BOARD'S CONDUCT OF AFFAIRS Principle: 1 Every company should be headed by an effective Board to lead and control the company. The

More information

Corporate Governance Code for Banks

Corporate Governance Code for Banks Corporate Governance Code for Banks Foreword Further to issuing the Bank Director s Handbook of Corporate Governance in 2004, the Central Bank of Jordan is continuing in its efforts to enhance corporate

More information

GUIDELINES FOR CORPORATE GOVERNANCE

GUIDELINES FOR CORPORATE GOVERNANCE JANUARY 15, 2015 GUIDELINES FOR CORPORATE GOVERNANCE These, as amended, have been adopted by the Board of Directors (the Board ) of Marsh & McLennan Companies, Inc. (the Company ). They summarize certain

More information

Corporate governance statement

Corporate governance statement Corporate governance statement Compliance with the UK Corporate Governance Code In the period to 30 March 2013, as detailed below and in the risk and risk management report and the remuneration report

More information

CORPORATE GOVERNANCE CODE

CORPORATE GOVERNANCE CODE Contents PART I. THE BOARD OF DIRECTORS AND ITS MEMBERS... 2 PART II. OPERATIONAL RISK MANAGEMENT... 5 PART III. INTERNAL AUDIT FUNCTION... 6 PART IV. INVESTOR RELATIONS... 8 PART V. REMUNERATIONS... 10

More information

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been

More information

Corporate Governance Statement

Corporate Governance Statement Corporate Governance Statement Mesoblast Limited (the Company or Mesoblast) and its Board of Directors (the Board) are committed to implementing and achieving an effective corporate governance framework

More information

GOVERNANCE AND VOTING POLICY

GOVERNANCE AND VOTING POLICY Governance and Voting Principles 2014 1 GOVERNANCE AND VOTING POLICY What we expect of public companies and how we carry out our ownership responsibilities CONTENT CONTENT 1 1. INTRODUCTION 2 2. GOVERNANCE

More information

Lazard Asset Management Environmental, Social, and Corporate Governance Policy

Lazard Asset Management Environmental, Social, and Corporate Governance Policy Lazard Asset Management Environmental, Social, and Corporate Governance Policy 1 Table of Contents 1 Introduction.......2 2 Environmental, Social, and Corporate Governance Guidelines.......2 3 ESG Tools

More information

PROXY VOTING POLICY PROCEDURE. Responsibility and Oversight

PROXY VOTING POLICY PROCEDURE. Responsibility and Oversight PROXY VOTING BACKGROUND An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of

More information

Risk Management Committee Charter

Risk Management Committee Charter Ramsay Health Care Limited ACN 001 288 768 Risk Management Committee Charter Approved by the Board of Ramsay Health Care Limited on 29 September 2015 Ramsay Health Care Limited ABN 57 001 288 768 Risk

More information

IOI PROPERTIES GROUP BERHAD (Company No. 1035807-A) (Incorporated in Malaysia) TERMS OF REFERENCE FOR NOMINATING AND REMUNERATION COMMITTEE

IOI PROPERTIES GROUP BERHAD (Company No. 1035807-A) (Incorporated in Malaysia) TERMS OF REFERENCE FOR NOMINATING AND REMUNERATION COMMITTEE IOI PROPERTIES GROUP BERHAD (Company No. 1035807-A) (Incorporated in Malaysia) TERMS OF REFERENCE FOR NOMINATING AND REMUNERATION COMMITTEE 1. MEMBERSHIP AND INDEPENDENCE 1.1 The Nominating and Remuneration

More information

中 國 通 信 服 務 股 份 有 限 公 司

中 國 通 信 服 務 股 份 有 限 公 司 中 國 通 信 服 務 股 份 有 限 公 司 CHINA COMMUNICATIONS SERVICES CORPORATION LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 552) AUDIT COMMITTEE

More information

Title: Code for Dealing in Securities

Title: Code for Dealing in Securities GSK Policy Title: Code for Dealing in Securities Official Short Title: Code for Dealing in Securities Key Points No employee may deal in GlaxoSmithKline plc securities ( GSK securities ) if he or she is

More information

For personal use only

For personal use only Australian Securities Exchange Notice 19 February 2016 ILUKA RESOURCES LIMITED (ILU) APPENDIX 4G AND 2015 STATEMENT Please find attached the Appendix 4G and 2015 Corporate Governance Statement in accordance

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

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012

ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012 ULTRA CLEAN HOLDINGS, INC. a Delaware corporation (the Company ) Corporate Governance Guidelines As Amended and Restated on February 8, 2012 1. Composition of the Board and Board Membership Criteria The

More information

The NHS Foundation Trust Code of Governance

The NHS Foundation Trust Code of Governance The NHS Foundation Trust Code of Governance www.monitor-nhsft.gov.uk The NHS Foundation Trust Code of Governance 1 Contents 1 Introduction 4 1.1 Why is there a code of governance for NHS foundation trusts?

More information

This Charter sets out the role, responsibilities, structure and processes of the Board of directors of Wesfarmers Limited (Company).

This Charter sets out the role, responsibilities, structure and processes of the Board of directors of Wesfarmers Limited (Company). Board Charter This Charter sets out the role, responsibilities, structure and processes of the Board of directors of Wesfarmers Limited (Company). 1 Roles and Responsibilities 1.1 The role of the Board

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 Statement

Corporate Governance Statement Corporate Governance Statement The Board of Directors of Sandon Capital Investments Limited (Sandon or the Company) is responsible for the corporate governance of the Company. The Board guides and monitors

More information

Corporate Governance Statement

Corporate Governance Statement Corporate Governance Statement Magellan Flagship Fund Limited ACN 121 977 884 Magellan Flagship Fund Limited (the Company ) is a listed investment company whose shares are traded on the Australian Securities

More information

NOMINATION AND GOVERNANCE COMMITTEE TERMS OF REFERENCE

NOMINATION AND GOVERNANCE COMMITTEE TERMS OF REFERENCE NOMINATION AND GOVERNANCE COMMITTEE TERMS OF REFERENCE Brief description Defines the Terms of Reference for the Nomination and Governance Committee. BHP Billiton Limited & BHP Billiton Plc BHP Billiton

More information

To: FINANCIAL SUPERVISORY AUTHORITY- Financial instruments and investments sector BUCHAREST STOCK EXCHANGE

To: FINANCIAL SUPERVISORY AUTHORITY- Financial instruments and investments sector BUCHAREST STOCK EXCHANGE No. 1787 -/01/29/2016 To: FINANCIAL SUPERVISORY AUTHORITY- Financial instruments and investments sector BUCHAREST STOCK EXCHANGE Ref: Current report Status of compliance with the provisions of BSE s new

More information

Pennsylvania Real Estate Investment Trust Corporate Governance Guidelines

Pennsylvania Real Estate Investment Trust Corporate Governance Guidelines Pennsylvania Real Estate Investment Trust Corporate Governance Guidelines I. Trustee Qualification Standards 1. Independence Criteria. The majority of the Board of Trustees of Pennsylvania Real Estate

More information

CORPORATE GOVERNANCE STATEMENT 2015

CORPORATE GOVERNANCE STATEMENT 2015 CORPORATE GOVERNANCE STATEMENT 2015 THE BOARD AND ITS ROLE At Coca-Cola Amatil Limited (CCA or Company), the Board of Directors is committed to achieving the highest standards in the areas of corporate

More information

Corning Incorporated Corporate Governance Guidelines

Corning Incorporated Corporate Governance Guidelines Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these

More information

BRIT Limited MEMORANDUM ON CORPORATE GOVERNANCE

BRIT Limited MEMORANDUM ON CORPORATE GOVERNANCE 1 BRIT Limited MEMORANDUM ON CORPORATE GOVERNANCE INTRODUCTION Brit Limited ( the Company ) endorses the statement in the UK Corporate Governance Code (the UK Code ) that the purpose of Corporate Governance

More information

Governance. Table 1: Remuneration Policy for Executive Directors. Basic salary. Purpose and how it supports the Group s strategic objectives

Governance. Table 1: Remuneration Policy for Executive Directors. Basic salary. Purpose and how it supports the Group s strategic objectives Introduction This section of the report sets out the details of the Remuneration Policy for Executive and Non-Executive Directors of the Company and will be proposed for approval by shareholders at the

More information

Corporate Governance and Enterprise Risk Management Derek Jackson, Senior Manager 5 September 2005

Corporate Governance and Enterprise Risk Management Derek Jackson, Senior Manager 5 September 2005 Corporate Governance and Enterprise Risk Management Derek Jackson, Senior Manager 5 September 2005 Corporate Governance Services 0 Overview Hong Kong Code on Corporate Governance Practices Corporate Governance

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

ISS Institutional Shareholder Services Inc.

ISS Institutional Shareholder Services Inc. ISS Compliance Statement to Japan s Stewardship Code August 2014 ISS is pleased to submit the following Compliance Statement to Principles for Responsible Institutional Investors, Japan s Stewardship Code

More information

Guidelines. Introduction JULY 2015

Guidelines. Introduction JULY 2015 JULY 2015 Guidelines Introduction The New Zealand Corporate Governance Forum Guidelines (Guidelines) are intended to be used by both companies and institutional investors. They are designed as a contemporary

More information

Public Disclosure Information

Public Disclosure Information Annex B Public Disclosure Information For the financial year ended 31 December 2014 Document Date: 9 April 2015 1. Corporate Profile Raffles Health Insurance Pte. Ltd. ( RHI or the Company ) was incorporated

More information

For personal use only

For personal use only Novogen Limited Corporate Governance Statement for the year ended 30 June 2016 As at 29 August 2016 The corporate governance arrangements for Novogen Limited ( Company ) are set by the Board having regard

More information

CORPORATE GOVERNANCE STATEMENT... 1

CORPORATE GOVERNANCE STATEMENT... 1 CORPORATE GOVERNANCE STATEMENT... 1 Overview... 1 Appointment Protocols... 2 Written Agreements... 2 Company Secretary... 2 Diversity Policy... 2 Board and Board Committee Performance Evaluation... 2 Senior

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

The Irish Corporate Governance Annex

The Irish Corporate Governance Annex Appendix 4 The Irish Corporate Governance Annex Introduction The ISE recognises that the UK Corporate Governance Code (formerly the Combined Code) has set the standard for corporate governance internationally.

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Board Composition and Selection Organization Corporate Governance Guidelines The Board shall consist of a minimum of 5 and a maximum of 20 directors, as determined from time to time by the directors following

More information

FUJIFILM Holdings Corporation. Corporate Governance Guidelines

FUJIFILM Holdings Corporation. Corporate Governance Guidelines FUJIFILM Holdings Corporation Corporate Governance Guidelines Formulated on October 28, 2015 This document has been translated from the Japanese original for reference purposes only. In case of any discrepancies

More information

SAPPI Limited ( the Company ) Board Charter. Final

SAPPI Limited ( the Company ) Board Charter. Final SAPPI Limited ( the Company ) Board Charter Final Group Legal 20/7/2012 0 1. PURPOSE OF THE BOARD CHARTER... 2 2. THE BOARD, OTHER ORGANS OF THE COMPANY AND COMPANY OFFICIALS... 2 2.1. The Shareholders...

More information

DIRECTORS REMUNERATION POLICY

DIRECTORS REMUNERATION POLICY DIRECTORS REMUNERATION POLICY Directors Remuneration Policy PageGroup is a global business that operates in a cyclical industry in which the retention of key executives and management continuity is critical

More information

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

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

More information

Your guide Directors remuneration in FTSE 250 companies. The Deloitte Academy: promoting excellence in the boardroom October 2015

Your guide Directors remuneration in FTSE 250 companies. The Deloitte Academy: promoting excellence in the boardroom October 2015 Your guide Directors remuneration in FTSE 250 companies The Deloitte Academy: promoting excellence in the boardroom October 2015 Overview from Mitul Shah 2015 is the second year in which UK companies have

More information

BOARD CHARTER. 1.2 the policies and practices of the Board in respect of its duties, functions and responsibilities.

BOARD CHARTER. 1.2 the policies and practices of the Board in respect of its duties, functions and responsibilities. The Board of Directors ('the Board') of Impala Platinum Holdings Limited ('the Company') has drawn up this Board Charter ( Charter ) in terms of the recommendations contained in the Code of Corporate Practices

More information

MEDGENICS, INC. Compensation COMMITTEE charter

MEDGENICS, INC. Compensation COMMITTEE charter MEDGENICS, INC. Compensation COMMITTEE charter 1. PURPOSE The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Medgenics, Inc. (the Company ) shall be to

More information

BOARD MANDATE. an Audit Committee, and a Governance, Nominating & Compensation Committee.

BOARD MANDATE. an Audit Committee, and a Governance, Nominating & Compensation Committee. BOARD MANDATE 1.0 Introduction The Board of Directors (the "Board") of Baja Mining Corp. (the "Company") is responsible for the stewardship of the Company and management of its business and affairs. The

More information

CORPORATE GOVERNANCE GUIDELINES

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

More information

Corporate Governance. www.sinopec.com. Corporate Governance Fact Sheet

Corporate Governance. www.sinopec.com. Corporate Governance Fact Sheet Corporate Governance Corporate Governance Fact Sheet Board of Directors Responsibilities and Liability Composition Meetings of the Board of Directors Board Committees Supervisory Committee Role and Responsibilities

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

Global corporate governance & engagement principles

Global corporate governance & engagement principles Global corporate governance & engagement principles December 2011 Contents Introduction to BlackRock 2 Philosophy on corporate governance 2 Corporate governance, engagement and voting 3 - Boards and directors

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

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