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

    • HC-4.1 HC-4.1 Principle

      • HC-4.1.1

        Licensees must have rigorous procedures for appointment, training and evaluation of the Board.

        October 2019

    • HC-4.2 HC-4.2 Board Nominations to Shareholders

      • HC-4.2.1

        Each proposal by the Board to the shareholders for election or reelection of a director must be accompanied by a recommendation from the Board, 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.
        October 2019

      • HC-4.2.2

        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.

        October 2019

    • HC-4.3 HC-4.3 Induction and Training of Directors

      • HC-4.3.1

        The chairman of the Board of licensees 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 meetings with senior management, visits to company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programs, its internal and external auditors and legal counsel.

        October 2019

      • HC-4.3.2

        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.

        October 2019

      • HC-4.3.3

        Management, in consultation with the chairman of the Board, should hold programs and presentations to directors respecting the licensees' business and industry, which may include periodic attendance at conferences and management meetings.

        October 2019