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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 company must have rigorous procedures for the appointment, training and evaluation of the board.

        July 2011

    • HC-4.2 HC-4.2 Nominating Committee

      • HC-4.2.1

        The board must establish a Nominating Committee of at least three directors which must:

        (a) Identify persons qualified to become members of the board of directors or Chief Executive Officer, Chief Financial Officer, Corporate Secretary and any other officers of the company considered appropriate by the board, with the exception of the appointment of the internal auditor which shall be the responsibility of the Audit Committee in accordance with rule HC-3.2.1 above;
        (b) Make recommendations to the whole board of directors, including recommendations of candidates for board membership (including renewals or reappointment) to be included by the board of directors on the agenda for the next annual shareholders meeting; and
        (c) Must review and make recommendations on board candidates proposed by those substantial shareholders eligible to propose a director to represent such shareholder on the board.
        July 2011

      • HC-4.2.2

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

        Amended: January 2012
        July 2011

      • HC-4.2.3

        The Nominating Committee should establish a reasonable timeframe to be included in its terms of reference sufficient for it to be able to perform its necessary due diligence in respect of the recommendations prior to such nominations being tabled at any shareholders meeting.

        July 2011

    • HC-4.3 HC-4.3 Nominating Committee Charter

      • HC-4.3.1

        The Nominating Committee must adopt a formal written charter which must, at a minimum, state the duties outlined in rule HC-4.2.1 and paragraph HC-4.2.3 and the other matters included in Appendix B to this Module, as well as any relevant training and competency requirements required by regulatory authorities.

        July 2011

    • 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 re-election of a director must include:

        (a) A recommendation from the board;
        (b) A summary of the advice of the Nominating Committee;
        (c) The term to be served, which may not exceed three years (but there need not be a limit on re-election for further terms);
        (d) Biographical details and professional qualifications;
        (e) In the case of an independent director, a statement that the board has determined that the criteria of independent director has been met;
        (f) Any other directorships held;
        (g) Particulars of other positions which involve significant time commitments; and
        (h) Details of relationships between:
        (i) The candidate and the company (including any ownership therein); and
        (ii) The candidate and other directors of the company.
        July 2011

      • 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.

        July 2011

    • 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 meetings with senior management, visits to company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programmes, its internal and external auditors and legal counsel.

        July 2011

      • HC-4.5.2

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

        July 2011

      • HC-4.5.3

        Management, in consultation with the chairman of the board, should hold programmes and presentations to directors with respect to the Commercial Companies Law, the company's Memorandum and Articles of Association, as well as the company's business and industry, which may include periodic attendance at conferences and management meetings. The Nominating Committee shall oversee directors' corporate governance educational activities.

        July 2011