Board of Directors

Powers & Responsibilities

  • The directors shall have all the powers necessary for managing, directing and supervising the business and affairs of the Company. The Board is responsible to the Shareholders.  The Board functions as the ultimate decision-making body of the Company by advising and overseeing  management, who are responsible for the day-to-day operations and management of the Company.

Size and Composition

  • The Board shall have between three (3) and twenty (20) members
  • One member shall be the CFO
  • No member shall be a Related Party
  • One member shall have the necessary understanding of corporate governance

Board meetings & Agenda

  • Board meetings shall be held no less than quarterly and shall be minuted
  • The board shall review the financial performance of the Company quarterly
  • The board shall receive a quarterly compliance report from the Head of Legal & Compliance
  • The Board will approve the Annual Budget and Business Plan and oversee the preparation of the Annual Shareholders Report.  The Board will also annually review the Company’s system of internal controls.

Management Evaluation and Management Succession

  • The Board shall evaluate the performance of the senior management of the Company to ensure that management’s performance is satisfactory and that management is providing the best leadership for the Company
  • The Board shall review the Company’s succession planning process, including the succession plan for the CEO.

Communication with Third Parties

  • Generally, management speaks for the Company, and the Chairman speaks on behalf of the Board
  • All requests for communications with individual directors or the Board by shareholders, analysts, or media shall initially be made to the General Counsel.