CORPORATE GOVERNANCE AND THE BOARD MEMBERS:
The company agrees and act in accordance with wish or command with the provisions of Clause 49 that shall be implemented in a manner so as to achieve the principle objectives as mentioned down In any ambiguity case, the provisions told shall be interpreted and applied to the principles alignment.
THE SHAREHOLDERS RIGHTS
The company must seek to protect and facilitate the exercise of rights of shareholders.
a Shareholders should have the right to participate in and to be informed sufficiently, concerning fundamental corporate changes decision.
b, Shareholders should have the opportunity to take part effectively and in general shareholdings meetings vote.
c, Rules should be informed on shareholders which involve procedures for voting that general shareholding meetings govern.
d, Shareholders must have the need to ask board questions, to place items on the general meetings agenda, and to declare resolutions to reasonable limitations subject.
e, Participation of effective shareholder in Corporate Governance decision key such as the nomination and board members election should be facilitated.
f, The ownership exercise rights of every shareholder includes institutional investors should be facilitated.
g, The company must have an adequate mechanism for the grievance of shareholders address.
h, Shareholders Minority from abusive actions should be protected by, or in the interest of, shareholders control acting either indirectly and directly and should have redress effective means.
- The company should provide timely and adequate information to shareholders.
a Shareholders with sufficient should be furnished and timely information concerning the location, general meetings agenda and location as well as timely and full information regarding the problems at the meeting to be discussed.
- Capital agreements and structures that enable certain shareholders to obtain a disproportionate degree control to their equity ownership that should be disclosed.
- All the investors should be able about the rights to obtain information attached to the classes of shares and all series they purchase before.
- The company should ensure treatment equitable of all shares, including foreign shareholders and minority.
All shareholders of a class of the same series should be equally treated.
b, the Effective participation of shareholders in key Corporate Governance decisions, such as board members elected and the nomination should be facilitated.
c, Voting exercise rights by foreign shareholders should be facilitated.
d, The company should devise to avoid a framework inside abusive self-dealing and insider trading.
e, Procedures of general shareholder meetings and processes should allow for equitable treatment of all shareholders.
f, Company procedures should not make it unduly difficult or to cast expensive votes.
- Stakeholders Role in Governance of Corporate.
- The company should recognize the stakeholder’s rights and encourage cooperation between the stakeholders and the company.
The stakeholder’s rights that are established by law or through respected mutual agreements.
Stakeholders should have to obtain sufficient relevant and trusted information on a regular and timely basis to participate in the Governance process to enable them.
The company should devise an effective whistleblower mechanism enabling shareholders, including individual employees and their representative bodies, to freely communicate about illegal concerns or practices unethical.
3. TRANSPARENCY AND DISCLOSURE.
The company should make sure timely ensure and disclosure accurate on all matters of material including the performance, financial situation, ownership and company governance.
- Information should be disclosed and prepared in addition to the standards that have already mentioned of financial and non-financial disclosure and accounting.
b, Channels for information disseminating information should provide for timely, equal and efficient cost access by users to relevant information.
c, The company should maintain the meeting minutes explicitly recording options dissenting, if any.
d, The company should implement the accounting prescribed standards in letter and spirit of financial statements in the preparation must be taken into the consideration all stakeholders interests and should also make sure that the annual audit by an independent is conducted qualified auditor and competent
4. BOARD RESPONSIBILITIES :
1. Information Disclosure
Board members and key executives should be required to the board to disclose whether they indirectly and directly or on behalf of third parties have an interest of material in any transaction or direct matter affecting the company.
b, The top management and board should themselves conduct so as to meet the operational transparency expectations of stakeholders meanwhile maintain information confidentiality in order to foster a culture for better decision-making.
5. BOARD KEY FUNCTIONS:
The board should fulfil certain key functions including
a, Reviewing and corporate strategy guiding, action major plans, policy risk, annual budgets and business plans, performance objectives setting, implementation monitoring and performance corporate and major capital expenditure overseeing divestments and acquisitions.
b, Monitoring the company’s governance effectiveness practices and making changes as needed.
c, Compensating, Selecting and, when needed, replacing executives key and succession planning overwatching.
d, Align executive key and remuneration board with long-term company interests and its shareholders.
e, Ensuring a transparent nomination process board with thought diversity, knowledge, experience, perspective and gender in the Board.
f, Monitoring and managing potential management interest conflicts shareholders and board members including corporate assets misuse and abuse in party transactions relations.
g, Ensuring the company accounting integrity and reporting financial systems, including the audit independent, and that systems appropriate systems are in the place of control, and compliance with the relevant standards and the law.
h, Overseeing the disclosure process and communications.
I, Review and monitor the Board Evaluation framework.
- Other responsibilities
a The board should provide the guidance strategic to the company ensure effective management monitoring and should be accountable to the shareholders and the company.
b, The board should set a culture corporate and the values by which a group will behave throughout executives.
c, Board members should act on information basis fully, in good faith, with due diligence and care and in the best company interest and the shareholders.
d, The Board should encourage continuing director training to make sure that the Board members are kept up to date.
e, Where Board decisions may affect different shareholder groups differently the Board should treat fairly all shareholders.
f, The Board should apply ethical standards which are high. It should take into the Stakeholders interests account.
- The Board should be able to exercise independent objective judgement on the corporate affairs.
h, Boards should consider assigning sufficient non-executive number Board members capable of independent exercising judgement to tasks where there is potential conflict interest.
I, The board should ensure that while rightly positive thinking encouragement these do not result in over-optimism that either leads to significant risks not being recognized or the company exposes to excessive risk.
j, The board should have the ability to step back to assist executive management by the assumptions challenging underlying, strategy, initiatives strategic (such as acquisitions), risk appetite, exposure and the company focus key areas.
k, When the board committees are established, their composition, their mandate and working procedures should be disclosed by the board and be well defined.
l, Board members should be able to commit themselves to their responsibilities effectively.
m, In order to fulfil their responsibilities board member, should have access to accurate relevant, and timely information.
n, The senior management and the board should facilitate the Independent Directors to perform their effective role as Board member and also a committee member.