HC-8.3.3
Board, Board Members and Management:
(a) The 'mandate' of the board must be set out;
(b) The types of material transactions that require board approval;
(c) Names, their capacity of representation and detailed information about the directors, including directorships of other boards, positions, qualifications and experience (must describe each director as executive or non-executive);
(d) Number and names of independent members;
(e) Board terms and the start date of each term;
(f) What the board does to induct/educate/orient new directors;
(g) Director's ownership of shares;
(h) Election system of directors and any termination arrangements;
(i) Director's trading of company shares during the year;
(j) Meeting dates and number of meetings held during the year;
(k) Attendance of directors at each meeting;
(l) Remuneration policy and aggregate remuneration to board members;
(m) List of senior managers and profile of each;
(n) Shareholding of senior managers;
(o) Remuneration policy and aggregate remuneration paid to the executive management;
(p) Details of stock options and performance-linked incentives available to executives;
(q) Whether the board has adopted a written code of ethical business conduct, and if so a statement of how the board monitors compliance; and
(r) The percentage of women and men on the board, where the absence of representation of either women or men must be stated.
Amended: October 2022
Amended: January 2012
July 2011
Amended: January 2012
July 2011