Cap. 10:31
PuBuc E!'mTIES CoRPoRATE GovERNANCE
No. 4/2018
(i)
the extent to which projects and policies that diverge from the primary
corpomte objective of generating long term economic profit are pursued;
(j)
sources of funds used to re-purchase shares by the company, the number of
shares re-purchased, the price, the method of re-purchase and such other
information as may be required in the public interest or for the protection
of shareholders;
(k)
management decisions and analysis reports on(i)
industry structure and developments;
(ii) oppm1unities and threats;
(iii) segment or product performance;
(iv) risks, and intemal control systems and their adequacy;
(l)
financial perfmma.nce with respect to operational
perfonnanc,~;
(m) material developments in human resources and industrial relations,
including the number of people employed, their gender and age profiles;
(n)
transactions which have a bearing on conflict or convergence of interests
on the part of directors, senior management, shareholders and other
stakeholders;
(o)
the financial situation, performance, ownership and governance of the
company;
reasons for any resignation or removal of any member of the Board;
(p)
~'
(q)
disclosure to the Board of the main assets of each Board member as of
the date of the repc)lt;
(r)
the structure of the board. highlighting its size, mix of skills and the
attendance frequency of Board members;
(s)
whether or not the chief executive officer doubles as Board chairperson
and, if so, detailed reasons why that is so, together with the voting results
on this issue if any poll was demanded and taken;
(t)
the work of, and reports prepared by, committees, including the names
and status of the committees, and the committee meetings attendance
registers;
(u)
earnings results, requisition or disposal of assets, changes in the
composition of the Board, related party tnmsactions, shareholding by
directors and changes to share ownership;
(v)
the company's current situation and prospects and the manner in which
it operates and applies corporate governance principles;
(w) whether one or several shareholders caused an increase of share capital
(x)
(y)
(z)
by contribution in kind and the reasons therefor;
comments of the Board on the adequacy of the internal controls of the company;
the nature and extent of the company's social transfmmation, ethical,
safety, health and environmental management policies and practices; and
full reasons for the resignation or dismissal of extemal auditors; if that
has happened.
292. Disclosure should also include information on(a) the performance and evaluation of Board members at Board meetings,
the issuance of independent opinions and opinions regarding related
party transactions, appointment and removal of directors and senior
management personnel and the composition and work of specialized
Board committees;
(b)
the company's remuneration policy and directors' remuneration
including145
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