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 2019HC-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 anindependent director , a statement that the Board has determined that the criteria ofindependent 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 thelicensee , and(ii) The candidate and other directors of thelicensee. October 2019HC-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 2019HC-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 withsenior 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 2019HC-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 2019HC-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