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  • HC-4 HC-4 Appointment, Training and Evaluation of the Board

    • HC-4.1 HC-4.1 Principle

      • HC-4.1.1

        The licensee must have rigorous and transparent procedures for appointment, training and evaluation of the board.

        January 2014

    • HC-4.2 HC-4.2 Nominating Committee

      • HC-4.2.1

        The board should establish a nominating committee of at least three directors which should:

        (a) Identify persons qualified to become members of the board of directors or CEO, CFO, Corporate Secretary and any other officers of the licensee considered appropriate by the board, with the exception of the appointment of the internal auditor which is the responsibility of the audit committee in accordance with Paragraph HC-3.2.1; and
        (b) Make recommendations to the whole board of directors including recommendations of candidates for board membership to be included by the board of directors on the agenda for the next annual shareholder meeting.
        January 2014

      • HC-4.2.2

        The committee should include only independent directors or, alternatively, only non-executive directors of whom a majority should be independent directors and the chairman should be an independent director. This is consistent with international best practice and it recognises that the nominating committee should exercise judgment free from personal career conflicts of interest.

        January 2014

    • HC-4.3 HC-4.3 Nominating Committee Charter

      • HC-4.3.1

        The nominating committee should adopt a formal written charter which should, at a minimum, state the duties outlined in Paragraph HC-4.2.1 and the other matters included in Appendix B to this Module.

        January 2014

    • HC-4.4 HC-4.4 Board Nominations to Shareholders

      • HC-4.4.1

        Each proposal by the board to the shareholders for election or reelection of a director must be accompanied by a recommendation from the board, a summary of the advice of the nominating committee, as applicable, and the following specific information:

        (a) The term to be served, which may not exceed three years (but there need not be a limit on reelection for further terms);
        (b) Biographical details and professional qualifications;
        (c) In the case of an independent director, a statement that the board has determined that the criteria of independent director have been met;
        (d) Any other directorships held;
        (e) Particulars of other positions which involve significant time commitments, and
        (f) Details of relationships between:
        (i) The candidate and the licensee, and
        (ii) The candidate and other directors of the licensee.
        January 2014

      • HC-4.4.2

        The chairman of the board should confirm to shareholders when proposing re-election of a director that, following a formal performance evaluation, the person's performance continues to be effective and continues to demonstrate commitment to the role. Any term beyond six years (e.g. two three-year terms) for a director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board. Serving more than six years is relevant to the determination of a non-executive director's independence.

        January 2014

    • HC-4.5 HC-4.5 Induction and Training of Directors

      • HC-4.5.1

        The chairman of the board must ensure that each new director receives a formal and tailored induction to ensure his contribution to the board from the beginning of his term. The induction must include:

        (a) Meetings with senior management, internal and external auditors and legal counsel;
        (b) Visits to the licensee's facilities; and
        (c) Presentations regarding strategic plans, significant financial, accounting and risk management issues and compliance programs.
        January 2014

      • HC-4.5.2

        The tailored induction for new directors may be provided by the licensee's compliance officer.

        January 2014

      • HC-4.5.3

        All continuing directors must be invited to attend orientation meetings and all directors must continually educate themselves as to the licensee's business and corporate governance.

        January 2014

      • HC-4.5.4

        Management, in consultation with the chairman of the board, should hold programs and presentations to the directors respecting the licensee's business and industry, which may include periodic attendance at conferences and management meetings. The nominating committee shall oversee directors' corporate governance educational activities.

        January 2014