Appendix D Corporate Governance Disclosure to Shareholders

The licensee shall disclose the following items to the shareholders, in addition to any disclosures required as per Module PD:

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 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 licensee's shares during the year
10. Meeting dates (number of meetings during the year)
11. Attendance of directors at each meeting
12. Remuneration policy for board members and senior management
13. Aggregate remuneration paid to board members
14. List of senior managers and profile of each
15. Shareholding by senior managers
16. Aggregate remuneration paid to senior management
17. Details of stock options and performance-linked incentives available to executives
18. 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.


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. Aggregate remuneration paid to each committee
8. Work of committees and any significant issues arising during the period

Corporate Governance

1. Reference to Module HC and its principles
2. Changes in Module HC that took place during the year


1. The charters and a list of members of the audit (including external and internal; financial and non-financial experts), nominating and remuneration committees 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


1. Related party transactions
2. Approval process for related party transactions
3. Means of communication with shareholders and investors
4. Review of internal control processes and procedures
5. 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.

January 2014