• Appendices

    • Appendix A Independent Director

      Determination by the Board. Under this Code an "independent director" is a director whom the board has specifically determined has no material relationship which could affect his independence of judgment, taking into account all known facts. The board should consider that, although a particular director meets the formal requirements, he may not be independent owing to specific circumstances of the person or the company, ownership structure of the company, or for any other reason. The board's determination should be a good faith finding after diligent review and full discussion.

      Formal Requirements. "Independent director" means a director of the company who, or whose family shareholders either separately or together with him or each other, does not have any material pecuniary relationships or transactions with the company (not counting director's remuneration for this purpose) and in particular who, during the one year preceding the time in question met all the following conditions:

      (i) was not an employee of the company,
      (ii) did not:
      a) make to, or receive from, the company payments of more than 31,000 BD or equivalent (not counting director's remuneration),
      b) own more than a 10% share or other ownership interest, directly or indirectly, in an entity that made to or received from the company payments of more than such amount,
      c) act as a general partner, manager, director or officer of a partnership or company that made to or received from the company payments of more than such amount,
      d) have any significant contractual or business relationship with the company which could be seen to materially interfere with the person's capacity to act in an independent manner,
      (iii) did not own directly or indirectly (including for this purpose ownership by any family member or related person) 5% or more of the shares of any type or class of the company,
      (iv) was not engaged directly or indirectly as an auditor or professional advisor for the company, and
      (v) was not an associate of a Director or a member of senior management of the company.

    • Appendix B Audit Committee

      Committee Purposes

      The Committee's purposes shall include those stated in Section 3.1 of the Corporate Governance Code.

      Committee Membership and Qualifications

      The Committee shall have at least three members. Such members must have no conflict of interest with any other duties they have for the company.

      A majority of the members of the committee including the Chairman shall be independent directors under the criteria stated in Appendix A to the Corporate Governance Code and non-executives if the board chooses to appoint non-board members (experts) in the committee.

      The board must satisfy itself that at least a majority of the committee has recent and relevant financial ability and experience, which includes:

      •   an ability to read and understand corporate financial statements including a company's balance sheet, income statement and cash flow statement and changes in shareholders' equity,
      •   an understanding of the accounting principles which are applicable to the company's financial statements,
      •   experience in evaluating financial statements that have a level of accounting complexity comparable to that which can be expected in the company's business,
      •   an understanding of internal controls and procedures for financial reporting, and
      •   an understanding of the audit committee's functions and importance.

      Committee Duties and Responsibilities

      In serving those purposes the Committee shall:

      •   be responsible for the selection, appointment, remuneration, oversight and termination where appropriate of the outside auditor, subject to ratification by the company's board and shareholders. The outside auditor shall report directly to the committee,
      •   make a determination at least once each year of the outside auditor's independence, including:
      •   determining whether its performance of any non-audit services compromised its independence (the committee may establish a formal policy specifying the types of non-audit services which are permissible), and
      •   obtaining from the outside auditor a written report listing any relationships between the outside auditor and the company or with any other person or entity that may compromise the auditor's independence,
      •   review and discuss with the outside auditor the scope and results of its audit, any difficulties the auditor encountered including any restrictions on its access to requested information and any disagreements or difficulties encountered with management,
      •   review and discuss with management and the outside auditor each annual and each quarterly financial statements of the company including judgments made in connection with the financial statements,
      •   review and discuss and make recommendations regarding the selection, appointment and termination where appropriate of the head of internal audit and the budget allocated to the internal audit and compliance function, and monitor the responsiveness of management to the committee's recommendations and findings,
      •   review and discuss the adequacy of the company's internal auditing personnel and procedures and its internal controls and compliance procedures, and any risk management systems, and any changes in those,
      •   oversee the company's compliance with legal and regulatory requirements, and
      •   review and discuss arrangements under which company employees can confidentially raise concerns about possible improprieties in financial reporting or other matters, and ensure that arrangements are in place for independent investigation and follow-up regarding such matters.

      Committee Structure and Operations

      The committee shall elect one member as its chair.

      The committee shall meet at least four times a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire board.

      The committee may meet without any other director or any officer of the company present. Only the committee may decide if a non-member of the committee should attend for a particular meeting or a particular agenda item. It is expected that the outside auditor's lead representative will be invited to attend regularly but this shall always be subject to the committee's decision.

      The committee shall report regularly to the full board on its activities.

      Committee Resources and Authority

      The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, accounting or other advisors as it deems necessary or appropriate, without seeking the approval of the board or management. The company shall provide appropriate funding for the compensation of any such persons.

      Committee Performance Evaluation

      The committee shall prepare and review with the board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the board any improvements deemed necessary or desirable to the committee's charter. The report may be in the form of an oral report made at any regularly scheduled board meeting.

    • Appendix C Nominating Committee

      Committee Purposes

      The committee's purposes shall include those stated in Section 4.1 of this Code.

      Committee Duties and Responsibilities

      In serving those purposes with respect to board membership:

      •   the committee shall make recommendations to the board from time to time as to changes the committee believes to be desirable to the size of the board or any committee of the board,
      •   whenever a vacancy arises (including a vacancy resulting from an increase in board size), the committee shall recommend to the board a person to fill the vacancy either through appointment by the board or through shareholder election,
      •   in performing the above responsibilities, the committee shall consider any criteria approved by the board and such other factors as it deems appropriate. These may include judgment, specific skills, experience with other comparable businesses, the relation of a candidate's experience with that of other board members, and other factors,
      •   the committee shall also consider all candidates for board membership recommended by the shareholders and any candidates proposed by management,
      •   the committee shall identify board members qualified to fill vacancies on any committee of the board and recommend to the board that such person appoint the identified person(s) to such committee, and
      •   assuring that plans are in place for orderly succession of senior management.

      In serving those purposes with respect to officers the committee shall:

      •   make recommendations to the board from time to time as to changes the committee believes to be desirable in the structure and job descriptions of the officers including the CEO, and prepare terms of reference for each vacancy stating the job responsibilities, qualifications needed and other relevant matters,
      •   recommend persons to fill specific officer vacancies including CEO considering criteria such as those referred to above,
      •   design a plan for succession and replacement of officers including replacement in the event of an emergency or other unforeseeable vacancy, and
      •   If charged with responsibility with respect to company' s corporate governance guidelines, the committee shall develop and recommend to the board corporate governance guidelines, and review those guidelines at least once a year.

      Committee Structure and Operations

      The committee shall elect one member as its chair.

      The committee shall meet at least twice a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire board.

      Committee Resources and Authority

      The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, consulting or search firms used to identify candidates, without seeking the approval of the board or management. The company shall provide appropriate funding for the compensation of any such persons.

      Performance Evaluation

      The committee shall preview and review with the board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the board any improvements deemed necessary or desirable to the committee's charter. The report may be in the form of an oral report made at any regularly scheduled board meeting.

    • Appendix D Remuneration Committee

      Committee Purposes

      The committee's purposes shall include those stated in Section 5.1 of the Corporate Governance Code.

      Committee Duties and Responsibilities

      In serving those purposes the committee shall consider, and make specific recommendations to the board on, both remuneration policy and individual remuneration packages for the CEO and other senior officers. This remuneration policy should cover at least:

      •   The following components:
      •   salary,
      •   the specific terms of performance-related plans including any stock compensation, stock options, or other deferred-benefit compensation,
      •   pension plans,
      •   fringe benefits such as non-salary perquisites, and
      •   termination policies including any severance payment policies; and
      •   Policy guidelines to be used for determining remuneration in individual cases, including on:
      •   the relative importance of each component,
      •   specific criteria to be used in evaluating an officer' s performance.

      The committee shall evaluate the CEO's performance in light of corporate goals and objectives and may consider the company's performance and shareholder return relative to comparable companies, the value of awards to CEOs at comparable companies, and awards to the CEO in past years.

      The committee should also be responsible for retaining and overseeing outside consultants or firms for the purpose of determining director or officer remuneration, administering remuneration plans, or related matters.

      Committee Structure and Operations

      The committee shall elect one member as its chair.

      The committee shall meet at least twice a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire board.

      Committee Resources and Authority

      The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, consulting or compensation firms used to evaluate the compensation of directors, the CEO or other officers, without seeking the approval of the board or management. The company shall provide appropriate funding for the compensation of any such persons.

      Performance Evaluation

      The committee shall preview and review with the board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the board any improvements deemed necessary or desirable to the committee's charter. The report may be in the form of an oral report made at any regularly scheduled board meeting.

    • Appendix E Corporate Governance Disclosure

      The company shall disclose the following items, in addition to any disclosures required by applicable industry regulatory bodies:

      Ownership of Shares

      1. Distribution of ownership by nationality
      2. Distribution of ownership by size of shareholder
      3. Ownership by Government
      4. Names of shareholders owning 5% or more and, if they act in concert, a description of the voting, shareholders' or other agreements among them relating to acting in concert, and of any other direct and indirect relationships among them or with the company or other shareholders

      Board, Board Members and Management

      1. Board's functions — rather than a general statement (which could be disclosed simply as the board's legal obligations under the law) the 'mandate' of the board should be set out
      2. The types of material transactions that require board approval
      3. Names, their capacity of representation and detailed information about the directors, including directorships of other boards, positions, qualifications and experience (should describe each director as executive or non-executive)
      4. Number and names of independent members
      5. Board terms and the start date of each term
      6. What the board does to induct/educate/orient new directors
      7. Director's ownership of shares
      8. Election system of directors and any termination arrangements
      9. Director's trading of company shares during the year
      10. Meeting dates (number of meetings during the year)
      11. Attendance of directors at each meeting
      12. Remuneration of individual members, divided into sitting fees and other remuneration (split between performance and non-performance based). Also not only the remuneration, but the remuneration policy
      13. List of senior managers and profile of each
      14. Shareholding by senior managers
      15. Remuneration paid to each person in the executive management divided in each case into salaries, perquisites, bonuses, gratuities, pensions and any other components
      16. Details of stock options and performance-linked incentives available to executives
      17. Whether the board has adopted a written code of ethical business conduct, and if so the text of that code and a statement of how the board monitors compliance

      Committees

      1. Names of the board committees
      2. Functions of each committee
      3. Members of each committee divided into independent and non-independent
      4. Minimum number of meetings per year
      5. Actual number of meetings
      6. Attendance of committees'members
      7. Members' remuneration (by member)
      8. Work of committees and any significant issues arising during the period

      Corporate Governance

      1. Separate section in the Annual Report
      2. Reference to corporate governance code (CGC) and its principles
      3. Changes on the CGC took place during the year

      Auditors

      1. The charters and a list of members of the Audit (external and internal; financial and non-financial), Nominating and Remuneration Committees of the board.
      2. Audit fees
      3. Non-Audit services provided by the external and fees
      4. Reasons for any switching of auditors and reappointing of auditors

      Other

      1. Related party transactions
      2. Approval process for related party transactions
      3. Means of communication with shareholders and investors
      4. Separate report on Management Discussion and Analysis is included in the Annual Report — in particular, this should identify and comment on the management of principal risks and uncertainties faced by the business.
      5. Review of internal control processes and procedures
      6. Announcements of the results in the press should include at least the followings:
      a. Balance sheet, income statement, cash flow statement, statement of comprehensive income and changes in shareholders' equity
      b. Auditor
      c. Auditor's signature date
      d. Board approval date

      Set out directors responsibility with regard to the preparation of financial statements

      Conflict of Interest — any issues arising must be reported, in addition describe any steps the board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

      Board of Directors — whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution.