Corporate Governance
Principles for co-operation between the Board and the Management Committee
The board and the management committee, through the CEO, must cooperate closely for the benefit of the company. The CEO and his management committee must provide the board with regular, prompt and comprehensive information about all of the essential issues affecting the company's business progress and its potential business risks. Furthermore, the CEO must maintain regular contact with the chairperson of the board. The CEO must inform the chairperson of the board, without delay, of exceptional events that are significant in the assessment of the company's situation and progress, or for the management of the company. The chairperson must inform the board accordingly.
The CEO must consult with the board with regard to the company's strategy and its implementation. The CEO is responsible for the development and subsequent execution of the strategy.
At the beginning of each fiscal year, the CEO must submit the annual budget to the board for approval. At its subsequent meetings, the board must be informed of actual or anticipated variances from the approved budget and of any alteration to the budget. If any sudden, substantial variance from the approved budget arises, the CEO must notify the chairperson of the board without delay. Where the circumstances warrant it, the chairperson must promptly call an extraordinary meeting of the board. The chairperson will decide whether or not it is appropriate for the CEO to be present at this extraordinary meeting.
Verbal reports given by the CEO or members of his management committee, to the board must be supported by appropriately written documentation. In principle, the CEO must, in consultation with the chairperson of the board, forward such documentation to the members of the board in a timely fashion, before the pertinent board meeting, so that the board members may be thoroughly prepared for the meeting.
1. Appointments to Outside Boards:
Non-executive board directors may accept appointments to the board of other companies at any time, as long as by doing so, they do not exceed the total limit on the number of board appointments for eligibility as non-executive directors and do not contravene other relevant eligibility requirements.
The acceptance of any appointment to the board of another company, by the CEO and members of the management committee, however, requires the written agreement of the board.
2. Other Reporting to the Board:
The CEO must report comprehensively to the board on insider trading compliance at least once per year. This does not substitute the CEO's duty to inform the board of any serious insider trading issues immediately.
The CEO must also report to the board, at least annually, on all gifts of whatever magnitude that the company has made to charitable, political and or religious parties and allied organisations and on other gifts above a certain level to be pre-defined by the board.