2. Corporate Governance
  3. The Board Members
  4. Board Charter

Board Charter

I. Complementary to Law and Articles
These provisions are complementary to the requirements regarding the board and board members contained in applicable legislation and regulations, the articles of association of the company and the provisions governing the relationship between the executive committee (“ExCom”) and the board as contained in the charter of the ExCom (which has been adopted by the board).

II. Charter on Website
This charter is posted on the company's website.

  1. Board Profile, Size, Expertise, and Independence
    1. Board Profile. The board, in consultation with the corporate governance and nomination committee, shall prepare a profile of its size and composition, considering the nature of the business of the company and its subsidiaries and the desired expertise and background of the board members (the “Board Profile”).
    2. Number of Members. After consultation with the corporate governance and nomination committee, the board determines the number of board members. The board shall have a minimum of 3 and a maximum of 11 members.
    3. General Composition. The board shall use its best efforts to ensure that the board composition is such that:
      1. Its members can act critically and independently of one another;
      2. Each board member can assess the broad outline of the company’s overall policy;
      3. Each board member has sufficient expertise to perform his or her role as a board member within the Board Profile;
      4. The board matches the Board Profile;
      5. At least one board member is a financial expert, meaning s/he has expertise in financial administration and accounting for companies similar to the company in size and sophistication; and
      6. No less than one-third of the board members are independent as defined in Section B.I.d. below.
    4. Independence. An independent director is a director who:
      1. Is not, and has not been employed by the company or any of its related parties at any time during the past five years;
      2. Is not, and has not been affiliated with a company that acts as an advisor or consultant to the company or its related parties, nor is not and has not himself acted in such capacity at any time during the past five years;
      3. Is not, and has not been affiliated with any significant customer or supplier of the company or its related parties (i.e. a company that makes payments to, or receives payments from the company for property or services in an amount which, in any single fiscal year, exceeds the greater of US $ 20Mil, or 2% of such other company’s consolidated gross revenues) at any time during the past five years;
      4. Does not currently have, nor has s/he had any personal service contracts with the company, its related parties or its senior management at any time during the past five years;
      5. Is not affiliated with any non-profit organization that receives significant funding from the company or its related parties;
      6. Does not receive, and has not received any additional remuneration from the company apart from a director’s remuneration, nor participates in the company’s share option or performance-related payment plans,, nor is a participant of the company’s pension plan;
      7. His director’s remuneration does not constitute a significant portion of his or her annual income;
      8. Is not employed as an executive officer of another company where any of the company's executives serve on that company's board;
      9. Is not a member of the immediate family of any individual who is, or has been at any time during the past five years, employed by the company or its related parties as an executive  officer;
      10. Is not, nor has been at any time during the past five years, affiliated with or employed by a present or former auditor of the company or auditor of any related party;
      11. Is not a controlling person of the company2 (or member of a group of individuals and/or entities that collectively exercise effective control over the company) or such person’s brother, sister, parent, grandparent, child, cousin, aunt, uncle, nephew or niece, or a spouse, widow, in-law, heir, legatee and successor of any of the foregoing, (or any trust or similar arrangement of which any such persons or a combination thereof are the sole beneficiaries) or the executor, administrator or personal representative of any person described in this paragraph who is deceased or legally incompetent; and
      12. Has not served on the board for more than ten years.
  2. (Re)Appointment; Term of Office; Resignation
    1. Election by Shareholders. The general assembly elects members of the board.
      • Under the NYSE Listing Requirements, $1 million is stipulated. Depending on the country specifics, the amount can be adjusted.
    2. Substance of Nominations and Recommendations. A nomination or recommendation to the general assembly for a candidate for the board shall state (i) the candidate's age, (ii) his or her profession, (iii) the amount and nature of any shares s/he holds in the company or any related companies, (iv) any convictions for any crimes involving dishonesty, fraud or breach of trust, (v) the positions s/he holds or has held in the past five years (including memberships on any board of directors or management boards/executive committees), nominating shareholder [if applicable], and (vi) any other information relevant to assess his or her suitability as a member of the board. The recommendation or nomination for appointment or reappointment shall state the reasons for the nomination or recommendation. Any nomination or recommendation by the board for appointment or reappointment of a board member must be in accordance with Section B of this charter, including the Board Profile.
    3. Reappointment. Before recommending a member of the board for reappointment, the board must carefully consider his or her past performance on the board.
    4. Staggered Retirement. Board members shall retire periodically according to a rotation plan (to be drawn up by the board) to avoid many board members retiring at the same time. The board may amend the rotation plan. The rotation plan is available on written demand to the company.
  3. Chairman and Vice-Chairman
    1. Election. The board shall elect a chairman and a vice-chairman from among its members. The vice- chairman replaces, and assumes the powers and duties of, the chairman when the chairman is absent.
    2. Duties. The chairman of the board is primarily responsible for the activities of the board and its committees. S/he shall act as the spokesman for the board and is the principal contact for the chief executive officer (CEO). The CEO and the chairman of the board shall meet regularly. The chairman of the board presides over the general assembly.
    3. Responsibilities. The chairman ensures that:
    4. The Committees function properly;
    5. The performance of the board members is evaluated at least once every two years;
    6. The board elects a Vice-chairman; and
    7. The board has proper contact with the executive committee.
    • In addition, the chairman is primarily responsible for:
      1. Ensuring the board satisfies its duties;
      2. Determining the agenda of board meetings, chairing such meetings and ensuring that minutes are kept of such meetings;
      3. Consulting with external advisors appointed by the board;
      4. Addressing problems related to the performance of individual board members; and
      5. Addressing internal disputes and conflicts of interest concerning individual board members and the possible resignation of such members as a result.
  4. Board Secretary
    1. Board Secretary. The board secretary assists the board.
    2. General Access. All board members may go to the board secretary for advice or to use his or her services.
    3. Responsibilities. The board secretary sees to it that the board follows correct procedures and that the board complies with its obligations under law and the company’s articles of association. The board secretary shall assist the chairman of the board in organizing the board’s activities (including providing information, preparing an agenda, reporting of meetings, evaluations and training programs). The board secretary is the secretary of the board.
  5. Committees
    1. Establishment of Committees. The board may appoint committees from among its members to perform specific tasks. The board shall determine the members of any committee. The board shall establish an audit & risks committee, a remuneration committee and a corporate governance and nomination committee.
    2. Board Responsibility for Committee Action. The board remains collectively responsible for the decisions and actions taken by any committee. A committee may only perform the tasks delegated to it by the board and may not exceed the authority or powers of the board as a whole. Decisions that, by law, must be taken by the board may not be delegated to a committee.
    3. Committee Reporting. Each committee must promptly inform the board of the actions it has taken and major developments of which it becomes aware. Each board member has unrestricted access to all committee meetings and records. The board shall, as set forth in the charter of the committee concerned, receive a report from the committee describing the committee’s actions and findings.
    4. Committee Charters. The board shall establish (and may amend) charters for each Committee. The charters shall indicate the role and responsibilities of the Committee, its composition and how it should perform its duties. The charter of a Committee shall require that the Committee has no less than two members (or, if the Committee is composed of three or fewer members, one member) who are independent, as defined in Section B.I.d. of this charter.
    5. Website Disclosure. The charters and the composition of the Committees shall be posted on the company's website.
  1. Develop an annual audit plan and budget and submit it to the chief executive officer (CEO) for review prior to approval by the audit committee and provide quarterly updates and such additional updates as are required by the audit committee.
  2. Deliver the approved audit plan in a cost effective manner.
  3. Maintain a professional audit staff with sufficient knowledge, skills and experience to meet Internal Audit’s objectives.
  4. Report objectively and impartially, and conduct its work in a balanced and professional manner.
  5. Report to management and the audit committee on the following:
    1. Compliance with the company’s policies, controls and procedures
  6. Keep up-to-date with trends and best practices in internal auditing.
  7. [In co-operation with the compliance function] assist in the detection and investigation of significant suspected conflicts of interest and fraudulent activities, while promoting suitable preventative policies and practices.
  8. Attend general assemblies.
  9. Consider the scope of work of the risk management and internal audit functions in the group as a whole, the external auditors and regulators for the purpose of providing optimal audit coverage for the company in a cost effective manner.

The internal auditor derives its authority from the board and audit committee, and reports administratively to the chief executive officer and functionally to the board and its audit committee. It is authorized to:

  1. Have unrestricted access to all functions, divisions, subsidiary companies, premises, records and to staff.
  2. Have unrestricted access to the audit committee.
  3. Allocate resources and fulfill the requirements of the approved annual audit plan and budget to meet its objectives.
  4. Conduct such other investigations or audits requested by the board, audit committee or the Chief Executive Officer.

The internal auditor shall be appointed and dismissed by the audit committee in consultation with the CEO. The performance of the internal auditor shall be evaluated annually by the directors of the audit committee in consultation with the CEO and the outcome of the evaluation shall be part of the audit committee’s annual review of the effectiveness of the internal audit function. The internal auditor is accountable to the audit committee and the board to:

  • Provide an annual assessment of the adequacy and effectiveness of the company’s policies, processes and procedures for internal control and risk management.
  • Report regularly on significant issues related to these policies, processes and procedures, and to recommend improvements when appropriate.
  • Recommend remedial action to management to address any weaknesses in internal control and, where agreed action is not implemented in a timely manner, to investigate the reasons and to report its findings to the audit committee.
  • Provide information on performance against the annual audit plan and report on the sufficiency of Internal Audit resources.
  • Coordinate its activities with other risk management and internal audit functions in the Group and with the external auditors.