• HC-1.8 HC-1.8 Committees of the Board

    • HC-1.8.1

      The board must create specialised committees when and as such committees are needed. In addition to the Audit, Remuneration and Nominating Committees described elsewhere in this Module, these may include an Executive Committee to review and make recommendations to the whole board on company actions, a Risk Committee, to identify and minimize specific risks, or an Insider or Prohibition of Market Abuse Committee to manage and provide oversight of the trading of directors and general compliance with market regulations, as well as any other committee required by the CBB or other regulations (e.g. TMA Module).

      July 2011

    • HC-1.8.2

      The board or a committee may invite non-directors to participate in, but not vote at committee meetings so that the committee may gain the benefit of their advice and expertise in financial or other areas.

      July 2011

    • HC-1.8.3

      Committees must act only within their mandates and therefore the board must not allow any committee to dominate or effectively replace the whole board in its decision-making responsibility.

      July 2011

    • HC-1.8.4

      Committees may be combined provided that no conflict of interest might arise between the duties of such committees.

      July 2011

    • HC-1.8.5

      Every committee must have a formal written charter similar in form to the model charters which are set forth in Appendices A, B and C of this Module for the Audit, Nominating and Remuneration Committees.

      July 2011

    • HC-1.8.6

      The board should establish a corporate governance committee of at least three independent members which should be responsible for developing and recommending changes from time-to-time in the company's corporate governance policy framework.

      Amended: January 2012
      July 2011

    • HC-1.8.7

      The terms of reference, number of meetings and attendance at such meetings should be disclosed in respect of each committee in the annual report of the company.

      July 2011