At the Board Level
Authority: The board’s scope of authority is set forth in the articles of association and charter.
Composition and Independence: The composition of the board is determined in such a manner that combines the representatives of various shareholder groups, including minority shareholders.
The board’s composition (competencies, skills and appropriate mix) is adequate for oversight duties, and the development of the company’s direction and strategy. Each individual member of the board has the experience, knowledge, qualifications, expertise and integrity necessary to effectively discharge board duties and enhance the board’s ability to serve the long-term interests of the company and its shareholders. The board has a broad range of expertise that covers the company’s main business, sector and geographical areas and includes experienced experts who are non-executive, independent directors.
A full and complete set of information on the directors’ qualifications is set forth and annually reviewed by the board upon the recommendation of its corporate governance and nomination committee.
In order to enhance unbiased oversight, the company believes that a non-executive director should chair the board.
The company’s board is composed of not more than 50% of executive directors who are employees of the company with the Chairman having the casting vote.
To ensure the impartiality of decisions and to maintain the balance of interests among various groups of shareholders, at least 25% of the board’s members are independent directors. The company defines those directors who have no material relationship with the company as independent. The board ascertains which members are to be deemed independent during the first board meeting. The definition of director independence shall be based on internationally recognized definitions and specified in the board’s charter and annual report.
Structure and Committees: The company has established the following committees:
The Board of Directors,
Other committees deemed necessary by the board.
All committees have charters containing provisions on the scope of authority, competencies, composition, working procedures, as well as the rights and responsibilities of the committee members. The board’s chairman assigns directors to chair committees as necessary. Each committee is to provide provisional consideration of the most important issues that fall within the authority of the board. After each of its meetings, the committee shall report on the meeting to the board.
Size: Achieving the required number, quality and mix of directors is the primary consideration of the board.
Working Procedures: The board meets according to a fixed schedule, set at the beginning of each year, which enables it to properly discharge its duties. As a rule, the board shall meet at least 4 (four) times a year.
Detailed procedures for calling and holding meetings of the board are defined in the board’s charter. All directors are provided with a concise but comprehensive set of information by the company secretary in a timely manner, concurrently with the notice of the board meeting, but no less than 14 (fourteen) calendar days before each meeting. This set of documents is to include: an agenda, minutes of the prior board meeting, key performance indicators, including relevant financial information prepared by management and clear recommendations for action.
The board keeps detailed minutes of its meetings that adequately reflect board discussions, signed by the chairman.
Self-Evaluation: The board conducts a yearly self-evaluation. This process is to be organized by the chairman or other committee and the results are to be discussed by the full board. Independent consultants may also be invited to assist the board in this process.
Training and Access to Advisers: The Company offers an orientation program for new board members on the company, its business and on other subjects that will assist them in discharging their duties. The company also provides general access to training courses to its board members as a matter of continuous professional education. The board and its committees shall also have the ability to retain independent legal counsel, accounting or other consultants to advise the board when necessary.
Remuneration: The remuneration of (non-executive) board members is comprised of an agreed participation based fee (part of which may be paid in the form of shares in lieu of cash) and/or an additional fee for the chairmanship of committees or the board itself. The remuneration package shall, however, not jeopardize a director’s independence. Executive directors are not paid beyond their executive remuneration package. The board or respective committee periodically reviews the remuneration paid to directors. All board members sign a letter of appointment with the company.
The company publicly discloses the remuneration of each director on an individual basis. The company will not provide personal loans or credit to its directors. Further, the company shall not provide stock options to its directors unless approved by the general assembly.
Duties and Responsibilities: Members of the board act in good faith, with due care and in the best interest of the company and all its shareholders–and not in the interests of any particular shareholder-on the basis of all relevant information. Each director is expected to attend all board and applicable committee meetings.
The board must decide as to whether its directors can hold positions in the governing bodies of other companies. The company shall not unreasonably prohibit its directors from serving on other boards. Directors are expected to ensure that other commitments do not interfere in the discharge of their duties. Board members shall not divulge or use confidential or insider information about the company.
Members of the board shall abstain from actions that will or may lead to a conflict of interest with the company. When such a conflict exists, members of the board shall disclose information about the conflict of interest to the other board members and shall abstain from voting on such issues.