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1. The Mission of the Board 2. Board Membership Criteria 3. Selecting,Inviting and Orienting New Directors 4. Chairman?s roles, responsibilities and separation of Chairman/CEO roles. 5. Board size 6. Definition of Independence 7. Proportion of independent Directors 8. Conflicts of Interest 9. Commitment/Changes in Job Responsibility 10. Election Term/Term Limit/Mandatory Retirement 11. Evaluating Board performance 12. Board Compensation Review 13. Board's Interaction with Institutional Investors 14. Board Meetings and Agenda 15. Board Information Flow, Materials and Presentations 16. Number, Structure and Independence of Committee 17. Committee Meeting Frequency, Length and Agenda 18. Assignment and Rotation of Committee Members 19- FORMAL EVALUATION OF THE CHIEF EXECUTIVE 20. Executive Compensation 21. Succession Planning/Management Development 22. Outside Consultancy 23. Contents of Disclosure 24. Disclosure Regarding Compensation and Director Assessment 25. Disclosure Regarding Corporate Governance 26. Accuracy of Disclosure/Internal Control 27. Shareholder Voting Practices 28. Shareholder Voting Powers 29. Shareholder Meetings/Proxy 30. Merger and acquisition 31. The Role of Stakeholders
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Corporate Governance
Corporate Governance Defintion Principles
1. The Mission of the Board 2. Board Membership Criteria 3. Selecting,Inviting and Orienting New Directors 4. Chairman?s roles, responsibilities and separation of Chairman/CEO roles. 5. Board size 6. Definition of Independence 7. Proportion of independent Directors 8. Conflicts of Interest 9. Commitment/Changes in Job Responsibility 10. Election Term/Term Limit/Mandatory Retirement 11. Evaluating Board performance 12. Board Compensation Review 13. Board's Interaction with Institutional Investors 14. Board Meetings and Agenda 15. Board Information Flow, Materials and Presentations 16. Number, Structure and Independence of Committee 17. Committee Meeting Frequency, Length and Agenda 18. Assignment and Rotation of Committee Members 19- FORMAL EVALUATION OF THE CHIEF EXECUTIVE 20. Executive Compensation 21. Succession Planning/Management Development 22. Outside Consultancy 23. Contents of Disclosure 24. Disclosure Regarding Compensation and Director Assessment 25. Disclosure Regarding Corporate Governance 26. Accuracy of Disclosure/Internal Control 27. Shareholder Voting Practices 28. Shareholder Voting Powers 29. Shareholder Meetings/Proxy 30. Merger and acquisition 31. The Role of Stakeholders
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STC » Landing » Corporate Governance » Principles » 2. Board Membership Criteria
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board-membership
Board Membership Criteria

2.1 Selection of Directors
 
The board will use a formal and transparent board nomination process, including candidate nomination, approval and appointment.
A. Nomination.


The board will identify appropriate candidates, whose skills would complement those of existing members; in addition to others who may nominated by other means.
B. Approval.
Candidates nominated by the board should be voted on by the shareholders. Fair representation of minority shareholders must be ensured by cumulative voting. Information on the nominees should be disclosed to shareholders sufficiently early before the shareholder meeting expected to vote on the nominations.
C. Appointment.
Upon election result, newly selected Directors should receive a formal letter, outlining their role and responsibilities, required time commitment, compensation as well as rules regarding conflicts of interest, confidentiality, induction program, evaluation and access to resources.
 
3.2 Directors orientation regarding company matters
 
3/2/1 The newly elected Directors should acquire appropriate skills and knowledge upon appointment – they should receive full, formal and tailored induction of the company’s affairs.

 

2.1 Selection of Directors
 
The board will use a formal and transparent board nomination process, including candidate nomination, approval and appointment.
A. Nomination.
The board will identify appropriate candidates, whose skills would complement those of existing members; in addition to others who may nominated by other means.
B. Approval.
Candidates nominated by the board should be voted on by the shareholders. Fair representation of minority shareholders must be ensured by cumulative voting. Information on the nominees should be disclosed to shareholders sufficiently early before the shareholder meeting expected to vote on the nominations.
C. Appointment.
Upon election result, newly selected Directors should receive a formal letter, outlining their role and responsibilities, required time commitment, compensation as well as rules regarding conflicts of interest, confidentiality, induction program, evaluation and access to resources.
 
3.2 Directors orientation regarding company matters
 
3/2/1 The newly elected Directors should acquire appropriate skills and knowledge upon appointment – they should receive full, formal and tailored induction of the company’s affairs.


The induction should include:
A. Meetings with management team members and shareholders;
B. Visits to company sites;
C. Information on the company, its business, market and competitors, products/services, structures and key processes, financial situation, major risks, key performance indicators and regulatory constraints;
D. Information on shareholders and shareholders relations’ policy.
E. The Directors should participate in education programs in order to keep up to date and upgrade the skills necessary for effective participation in the Board.


A. Meetings with management team members and shareholders;
B. Visits to company sites;
C. Information on the company, its business, market and competitors, products/services, structures and key processes, financial situation, major risks,

 

key performance indicators and regulatory constraints;
D. Information on shareholders and shareholders relations’ policy.
E. The Directors should participate in education programs in order to keep up to date and upgrade the skills necessary for effective participation in the Board.

 

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