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  • 1. Focus notes from the original text
    Oct 2011 GDE
    Combined code on corporate governance

2. Section A Companies
Section B Institutional shareholders
3. Section A- Companies
Directors
Remuneration
Accountability and audit
Relations with shareholders
4. Directors
The Board
Chairman and Chief executive
Board balance and independence
Appointments to the board
Information and professional development
Performance evaluation
Re-election
5. The Board
Main principle:
Every company should be headed by an effective board, which is collectively responsible for the success of the company.
Role of the board: -
Provide entrepreneurial leadership.
Enable risks to be assessed and managed
Establish prudent and effective ICS
Set the Cos strategic aims
Review performance of mgmt
Set Cos values and standards
Ensure proper financial and human resource in place
Ensure Co meet obligations to shareholders & stakeholders.
6. Chairman and chief executive
Main principle:
Division of responsibility at the head of the Co, between the running of the board and the executive responsibility of running the operations.
Separation of the role of Chairman and CEO should be in writing and agreed by the board
Chairman
responsible for leadership of the board.
Ensure effective communications with shareholders
Ensure directors receive timely, accurate & clear info.
Ensure constructive relations between ED and NED.
Chairman should be independent
7. Board balance and independence
Main principle
Balance of ED and NED on the B.O.D, mainly NED
Avoid the hijacking of the Board by a small group of persons. No power and info concentrated in few hands.
Balance of skills & expertise needed
Board members should be independent in charater and judgement.
At least 50 % of board should be NED, excl Chairman
8. Board balance & Independence
Situations where independence of board member asserted :

  • Past eyee of the Co

9. Material business relationship with the Co 10. Received extra remuneration from the co 11. Participation in share option 12. Close family relationship with Co directors 13. Cross directorship 14. Served on Board for more than 9 yrs.


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