Appendix B Corporate Governance Disclosure to Shareholders
The
Ownership of Shares
1.Distribution of ownership by nationality
2.Distribution of ownership by size of shareholder
3. Ownership by Government
4. Names of shareholders owning 5% or more and, if they act in concert, a description of the voting, shareholders' or other agreements among them relating to acting in concert, and of any other direct and indirect relationships among them or with the investment firm licensee or other shareholders
Board, Board Members and Management
1. Board's functions — rather than a general statement (which could be disclosed simply as the Board's legal obligations under the law) the 'mandate' of the Board should be set out
2. The types of material transactions that require Board approval
3. Names, their capacity of representation and detailed information about the directors, including directorships of other Boards, positions, qualifications and experience (should describe each director as executive or non-executive)
4. Number and names of independent members
5. Board terms and the start date of each term
6. What the Board does to induct/educate/orient new directors
7. Director's ownership of shares
8. Election system of directors and any termination arrangements
9. Director's trading of investment firm licensee's shares during the year
10. Meeting dates (number of meetings during the year)
11. Attendance of directors at each meeting
12. Aggregate remuneration to board members
12A. The remuneration policy of the investment firm licensee for board members and senior management
13. List of senior managers and profile of each
14. Shareholding by senior managers
15. Aggregate remuneration paid to the senior management
16. Details of stock options and performance-linked incentives available to executives
17. Whether the Board has adopted a written code of ethical business conduct, and if so the text of that code and a statement of how the Board monitors compliance.
Committees
1. Names of the Board committees
2. Functions of each committee
3. Members of each committee divided into independent and non-independent
4. Minimum number of meetings per year
5. Actual number of meetings
6. Attendance of committees' members
7. [This item was deleted in January 2012]
8. Work of committees and any significant issues arising during the period
Corporate Governance
1. Separate section in the Annual Report
2. Reference to Module HC and its principles
3. Changes in Module HC that took place during the year
Auditors
1. The charters and a list of members of the Audit (including external and internal; financial and non-financial experts) Committee of the Board.
2. Audit fees
3. Non-Audit services provided by the external auditor and fees
4. Reasons for any switching of auditors and reappointing of auditors
Other
1. Related party transactions
2. Approval process for related party transactions
3. Means of communication with shareholders and investors
4. Separate report on Management Discussion and Analysis is included in the Annual Report — in particular, this should identify and comment on the management of principal risks and uncertainties faced by the business.
5. Review of internal control processes and procedures.
6. Announcements of the results in the press should include at least the followings:
(a) Balance sheet, income statement, cash flow statement, statement of comprehensive income and changes in shareholders' equity
(b) Auditor
(c) Auditor's signature date
(d) Board approval date
Set out directors responsibility with regard to the preparation of financial statements
Conflict of Interest — any issues arising must be reported, in addition describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.
Board of Directors — whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution.
Amended: January 2012
Amended: April 2011
January 2011
Amended: April 2011
January 2011