Under the Company's CorporateGovernance Principles, a director must submit a letter of resignation to the Nominating/CorporateGovernance Committee on a change in employment or significant change in job responsibilities and upon accepting or resolving to accept a directorship with another public company (or any other organization that would require a significant time commitment). The Committee shall promptly determine, in light of the circumstances, whether to accept or decline such resignation. In certain instances, taking into account all relevant factors and circumstances, the Nominating/CorporateGovernance Committee may decline such resignation, but recommend to the Board that such director cease participation in one or more committees or that such director not be re-nominated to the Board. The letter of resignation will be of no force and effect if not accepted by the Committee within 10 days of receipt.
Majority Voting for Directors. If, in an uncontested election, a nominee is elected to the Board but fails to receive a majority of the votes cast, our CorporateGovernance Principles provide that such nominee must agree to resign upon the request of the Board. In determining whether to require the director to resign, the Board, with such person not participating, will consider all relevant facts and circumstances. The Board must make a request for resignation within 60 days and disclose its decision within 65 days.
Public Bank Group had, in 2002, enhanced its risk management infrastructure further with the implementation of the following:
Risk Management Committee (RMC)
The RMC, one of the proposed Board Committees under the Financial Sector Masterplan, was set up and approved by the Board of Directors (Board) in 2002 to further enhance corporategovernance. The RMC is chaired by an independent non-executive director and is independent of the business units and trading units. The RMC is responsible for the management of all risks covering credit risk management, operational risk management, market risk management and liquidity risk management within the Public Bank Group. The RMC’s other key roles are to ensure disciplined and consistent application of integrated enterprise- wide risk management principles and the establishment of key risk management policies to control the major areas of risk.
Even though the Corporations Act 2001 (Cth) and the Company’s Constitution allow these exceptions, the Group’s corporategovernance standards dictate that when a potential conflict of interest arises, the director concerned will not receive copies of the relevant Board papers and will not be present at the Board meeting while such matters are considered. Accordingly, in such circumstances, the director concerned takes no part in discussions and exercises no influence over other members of the Board. If a significant conflict of interest with a director exists and cannot be resolved, the director is expected to tender his or her resignation.
The Board recognises that best practice occurs when the Board comprises a majority of non-executive directors. The Board continues to strive to meet the Principles of Good CorporateGovernance and Recommendations published by the ASX or other such principles and guidance as the Board may consider appropriate from time to time, however the Board also recognises that complying with the ASX CorporateGovernance Council Recommendation 2.1 “A majority of the Board should be independent directors” may be impractical given the size of the company and the industry in which it operates. The Board instead aims to assess the independence of the Company’s Non-Executive Director on an ongoing basis requiring full disclosure where conflicts of interests arise.
B. Lead Director
The Board, after giving due consideration to the recommendation of the Company’s Nominating and CorporateGovernance Committee (such committee shall consult with the incumbent Chairperson and Lead Director and the Chief Executive Officer in making its recommendation to the Board), may elect a Lead Director from the independent and outside directors if the positions of the Corporation’s Chairperson and Chief Executive Officer are held by the same person or the Chairperson is a former officer of the Corporation or any of its affiliates. In such circumstance, after giving due consideration to the recommendation of the Company’s Nominating and CorporateGovernance Committee, shall elect, by a majority vote of its independent directors at either the Corporation’s Board reorganization meeting or other meeting of the Board, the Lead Director, who shall serve a one year term. The Corporation’s Lead Director shall work closely with and in an advisory capacity to the Board Chairperson. The Lead Director’s primary focus shall be to insure that the Board functions properly and cohesively, effectively communicates with managements, and operates independently of management. To accomplish these objectives, the Lead Director’s principal responsibilities may include the following:
2. Primary Functions of the Board
The primary function of the Board is to exercise its business judgment in what it reasonably believes to be the best interests of the Company and its stockholders. In carrying out its responsibilities, the Board selects the Chief Executive Officer (“CEO”) and elects the other officers as set forth in the Company’s Amended and Restated By-Laws, which are charged with the conduct of the Company’s business. The Board acts as an advisor to management and oversees management’s performance. The Board periodically reviews, monitors and approves the Company’s annual and long-term strategic and operating plans, proposed new projects and new business initiatives. The Board is also responsible for reviewing and approving significant actions by the Company, evaluating and nominating directors and members of Board committees, overseeing the structure and practices of the Board and overseeing other corporategovernance matters. However, it is management’s responsibility to manage the day-to-day operations of the Company. The Board believes that, as a general matter, management speaks for the Company in any interaction with third parties.
The Board of Directors (the “Board”) of Molson Coors Brewing Company (the “Company”) has developed and adopted this set of corporategovernance principles and guidelines (the
“Guidelines”) to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. These Guidelines have been adopted in compliance with standards established by the New York Stock Exchange, Inc. (“NYSE”). For purposes of NYSE rules, the Company is a “controlled” company and is exempt from certain NYSE requirements.
Leadership skills, scientific or technology expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, and diversity are among the relevant criteria, which will vary over time depending on the needs of the Board. The CorporateGovernance Committee considers candidates for potential nomination to recommend for approval by the full Board.
The following guidelines have been adopted by the Board of Directors and, together with the charters of the standing Board committees, provide the framework for the governance of CSX Corporation (the “Corporation”). The Board regularly reviews its corporategovernance practices, including these guidelines, to ensure that they continue to reflect the high standards that those who deal with the Corporation as employees, investors, clients, customers, vendors or in other capacities can and should expect.
The Board of Directors of Rocket Fuel Inc. has established these CorporateGovernance guidelines to provide a framework within which our directors and management can effectively pursue Rocket Fuel’s objectives for the benefit of its stockholders. The Board intends that these guidelines serve as a flexible framework within which the Board may conduct its business, rather than as a set of binding legal obligations. These guidelines should be interpreted in the context of all applicable laws, Rocket Fuel’s charter documents and other governing legal documents and company policies.
“Board” or, individually, “Director”) and management of the Company will operate in meeting their respective responsibilities, including the Board’s overall stewardship responsibilities, and in enhancing shareholder value over the long term. The Board believes that these guidelines should be an evolving set of corporategovernance principles, subject to modification and updating as circumstances warrant. The Governance and Nominating Committee will be responsible for reviewing these guidelines at least once a year, subject to any requirement to review them sooner as circumstances warrant, to determine the extent to which they adequately address all applicable regulatory, stock exchange and self-regulatory requirements relating to corporategovernance and develop and recommend any changes to these guidelines to the Board.
SRLEV applies this principle. The SNS REAAL Group Remuneration Policy states: "With our origin and background as a savings bank and insurer tracing its roots to the trade unions, SNS REAAL puts the interests of our customers in particular, but also other stakeholders like employees, shareholder and society, first." The Group Remuneration Policy complies with the relevant legal requirements, the Dutch CorporateGovernance Code, the Banking Code, the Code and the Regulation on Sound Remuneration Policies pursuant to the Financial Supervision Act 2011 (Regeling Beheerst Beloningsbeleid Wft 2011). The Group Remuneration Policy applies to SRLEV and its business units. The Group Remuneration Policy is in accordance with and contributes to sound and effective risk management and does not encourage taking more risks than acceptable to the Company. At Group level (SNS REAAL) a remuneration risk analysis is made every year, the results of which are incorporated in the remuneration policy, SRLEV aims to pursue a socially responsible remuneration policy that can be properly explained to all stakeholders and does justice to the interests of those stakeholders. The objective is a good and competitive fixed income supplemented with a limited variable remuneration, with the exception of a few specific positions. Parties concerned are the Supervisory Board, the Remuneration &
This stakeholder approach to corporategovernance implies a shift in the traditional role of the board of directors as defenders of shareholders’ interests. As the highest governance body, directors are responsible for setting the values and standards within the organization through their decisions regarding strategy, incentives and internal control systems. Thus, a board that commits to CSR and seeks to address the needs of diverse stakeholders may have to adapt its composition and functioning to this new role. However, as noted by Ricart et al. (2005), little attention has been paid so far to the implications of CSR for corporategovernance. Academic research has focused until now on two aspects of socially responsible firms: CEO compensation (e.g. Frye et al., 2006; Mahoney and Thorn, 2006; McGuire et al., 2003) and board structure (Ayuso et al., 2007; Hillman, Keim and Luce, 2001; Webb, 2004). In this paper, we will only look at board composition as a governance mechanism for taking into account the stakeholder concerns.
3. Dividing three styles: Japanese – JUS - US
On April 2002 through an amendment of the Japanese Commercial Code the corporategovernance system was strengthened. Since then, Japanese companies are given choice in terms of the governance system. Companies can stay with the old traditional corporate auditor system or they may change to US-style auditor system if their size allows them to do so. In this case three committees have to be established, for audit, for remuneration, and for nomination. On each of the committees the majority of the directors have to be from outside. The three committee governance system functions in the new law. In this regard, responsibilities of the board members for business decisions become clearer and accountability increases. In many countries where comply or explain rules exist, there is hope that the market will punish non complying companies. For the Japanese case, that would mean that companies who continued with their traditional system of not having any committees for remuneration and nomination they might come into the need for explaining to investors the reasons. Seki reports that at June 2004 some 43 companies decided to adopt the new system. Our sample only covers manufacturing firms listed on the first section of the Tokyo stock exchange so that we have only 24 companies for fiscal year 2003 and 29 for the fiscal year of 2004 who changed to US-style board system. It is to say that this is a dramatic and fundamental change from the traditional old system.
The Company is committed to attaining good standard of corporategovernance practices with an emphasis on a quality board, better transparency, and effective accountability system in order to enhance shareholders’ value.
The Company has adopted the code provisions of the Code on CorporateGovernance Practices (the “Code”) set out in Appendix 14 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) as its own code and has complied with the Code throughout the year ended 31st December, 2005. Deviations from code provisions A.2.1 and A.4.1 of the Code in respect of the separate roles of chairman and chief executive officer and service term of the directors are explained in subsequent sections.
In the event an incumbent director fails to receive the required vote for reelection, the Nominating and CorporateGovernance Committee shall make a recommendation to the Board as to whether to accept or reject the resignation of the incumbent director. The Board shall act on the resignation, taking into account the recommendation of the Nominating and CorporateGovernance Committee, and publicly disclose its decision within ninety (90) days following certification of the election results. The Nominating and CorporateGovernance Committee in making its recommendation and the Board in making its decision may consider all facts and circumstances they consider relevant or appropriate in reaching their
• Credit Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies Our principal banking subsidiaries and other core group companies manage their credit risk according to the scale and nature of their exposures in line with basic policies set forth by MHFG. The board of directors of each company determines key matters pertaining to credit risk manage- ment. Their respective business policy committees are responsible for discussing and coordinating overall man- agement of their individual credit portfolios and transac- tion policies towards obligors. The chief risk officer of each principal banking subsidiary and core group com- pany is responsible for matters relating to planning and implementing credit risk management. The credit risk management division of each principal banking subsidiary is responsible for planning and administering credit risk management and conducting credit risk measuring and monitoring, and such division regularly presents reports
6. Adopt a continuous process of assessing the feasibility of the project in light of the overall strategy of the business and measure results. Boards should have the ability to change or withdraw existing capital projects if not longer aligned to the overall strategy of the business. By defining and implementing a monitoring process that corresponds with project objectives and to the size and scope of a particular company’s capital program, the board can best oversee capital projects over the long term. Key performance indicators are an effective way of tracking the progress of the project and provide earlywarning signs of a project going off course.
course of managing the company, that it would not be worth making. 60 It is true that the
shareholders in the UK and other jurisdictions have the power to remove a director provided that a majority vote is obtained. 61 But to secure removal is difficult. A meeting to vote on a motion to remove can only be called if at least those members representing five per cent of such of the paid up capital of the company as carries the right of voting at general meetings request a meeting. It takes a lot of organization and influence to obtain sufficient requests and then to get a majority vote in favour of removal, and in large companies small shareholders are too disorganised and powerless to impose their will. 62 Sometimes large shareholders, such as institutional investors are able to negotiate with the board for the removal of one or more directors, and this is often seen as a preferable way to proceed. Instead of going through the removal process shareholders might determine that it is much easier to sell their shares. 63