• HC-1.4 HC-1.4 Decision Making Process

    • HC-1.4.1

      The Board should be collegial and deliberative, to gain the benefit of each individual director's judgment and experience.

      May 2011

    • HC-1.4.2

      The chairman should take an active lead in promoting mutual trust, open discussion, constructive dissent and support for decisions after they have been made.

      May 2011

    • HC-1.4.3

      The Board must meet frequently but in no event less than four times a year. All directors must attend the meetings whenever possible and the directors must maintain informal communication between meetings.

      May 2011

    • HC-1.4.4

      Individual board members must attend at least 75% of all Board meetings in a given financial year to enable the Board to discharge its responsibilities effectively (see table below). Voting and attendance proxies for Board meetings are prohibited at all times.

      Meetings per year 75% Attendance requirement
      4 3
      5 4
      6 5
      7 5
      May 2011

    • HC-1.4.5

      The absence of Board members at Board and committee meetings must be noted in the meeting minutes. In addition, Board attendance percentage must be reported during any general assembly meeting when board members stand for re-election (e.g. Board member XYZ attended 95% of scheduled meetings this year).

      May 2011

    • HC-1.4.6

      In the event that a Board member has not attended at least 75% of Board meetings in any given financial year, the licensee must immediately notify the CBB indicating which member has failed to satisfy this requirement, his level of attendance and any mitigating circumstances affecting his non-attendance. The CBB shall then consider the matter and determine whether disciplinary action, including disqualification of that Board member pursuant to Article 65 of the CBB Law, is appropriate. Unless there are exceptional circumstances, it is likely that the CBB will take disciplinary action.

      May 2011

    • HC-1.4.7

      The chairman should ensure that all directors receive an agenda, minutes of prior meetings, and adequate background information in writing before each Board meeting and when necessary between meetings. All directors should receive the same Board information. At the same time, directors have a legal duty to inform themselves and they should ensure that they receive adequate and timely information and should study it carefully.

      May 2011