A. Rights of shareholders      
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.   Y/ N Reference/ Source document
A.1.1(B) Does the company allow the use of secure electronic voting in absentia  at the general meetings of shareholders? OECD Principle II (C)
(4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.
N  
         
         
B. Equitable treatment of shareholders      
B.1 Notice of AGM      
B.1.1(B) Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? OECD Principle II (C)
(1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated.

OECD Principle III (A)

ICGN 8.3.2 Shareholder participation in governance
Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors.

ICGN 8.4.1 Shareholder ownership rights
The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote.

CLSA-ACGA (2010) CG Watch 2010 - Appendix 2.
(I) CG rules and practices

(25) Do company release their AGM notices (with detailed agendas and explanatory circulars) at least 28 days before the date of the meeting?
Y Notice of AGM
         
C. Roles of Stakeholders      
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected      
C.1.1 (B) Does the company practice integrated report on its annual reports? International <IR> Framework - DRAFT ,IIRC Council Item 3b Meeting of 5 December 2013

“Integrated Reporting <IR> promotes a more cohesive and efficient approach to corporate reporting and aims to improve the quality of information available to providers of financial capital to enable a more efficient and productive allocation of capital. The IIRC’s vision is a world in which integrated thinking is embedded within mainstream business practice in the public and private sectors, facilitated by <IR> as the corporate reporting norm.”
N  
         
         
D. Disclosure and transparency      
D.1 Quality of Annual Report      
D.1.1 (B) Are the audited annual financial report /statement released within 60 days from the financial year end? OECD Principle V (C)                                                                                 
OECD Principle V (E)
ICGN 7.2 Timely disclosure
ICGN 7.3 Affirmation of financial statements

The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.
Y  
D.1.2 (B) Does the company disclose details of remuneration of the CEO?   Y  
         
         
E. Responsibilities of the Board      
E.1 Board Competencies and Diversity      
E.1.1(B) Does the company have at least one female independent director/commissioner? ICGN 2.4.1 Skills and experience
The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively.
Y  
E.2 Nominating Committee      
E.2.1(B)   Does the Nominating Committee comprise entirely of independent directors/commissioners?  ICGN 2.4.4 Composition of board committees
The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners.
N  
E.2.2(B) Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?    Y  
E.3 Board Appointments and Re-Election      
E.3.1(B) Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? WORLDBANK PRINCIPLE 6
(VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board?
N  
E.4 Board Structure & Composition      
E.4.1(B)  Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners?   N  
E.5 Board Performance      
E.5.1(B) Does the company have a separate level Risk Committee? International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee?(Volume 31, pp.11, March 2013)

Benefits of a Board Level Risk Committee:
1. elevate risk oversight to the highest level in the company;
2. strengthen the quality of risk management;
3. inculcate a risk culture and risk-management environment to mitigate and manage risks effectively across the organization;
4. establish a platform for continuous assessment of risks in light of the changing internal and external environments;
5. improve communication among the board, management, and other stakeholders about risk management; and
6. demonstrate to internal and external stakeholders the company’s commitment to risk management
N  
A. Rights of shareholders      
A.1 Basic shareholder rights   Y/N Reference/ Source document
A.1.1(P) Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders?  OECD Principle II (A) N/A  
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.      
A.2.1(P) Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? OECD Principle II (G)
Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.
   
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.      
A.3.1(P) Did the company include any  additional and unannounced agenda item into the notice of AGM/EGM? OECD Principle II (C) 2 N  
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.      
  Did the company fail to disclose the existence of:      
A.4.1(P) Shareholders agreement? OECD Principle II (D) N  
A.4.2(P) Voting cap?   N DEFAULT
A.4.3(P) Multiple voting rights?   N DEFAULT
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.      
A.5.1(P) Is a pyramid ownership structure and/ or cross holding structure apparent? OECD Principle II (D):
Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

Some capital structures allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’ equity ownership in the company. Pyramid structures, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy.
N/A  
         
         
B. Equitable treatment of shareholders        
B.1 Insider trading and abusive self-dealing should be prohibited.      
B.1.1(P) Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? OECD Principle III: The Equitable Treatment of Shareholders
(B) Insider trading and abusive dealing should be prohibited.

ICGN 3.5 Employee share dealing
Companies should have clear rules regarding any trading by directors and employees in the company's own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market.

ICGN 8.5 Shareholder rights of action
... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.
N/A  
B.2 Protecting minority shareholders from abusive action      
B.2.1(P) Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? OECD Principle III
(B) Insider trading and abusive dealing should be prohibited

ICGN 2.11.1 Related party transactions
Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair.

ICGN 2.11.2 Director conflicts of interest
Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.

ICGN 8.5 Shareholder rights of action
Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.
N  
         
         
C. Role of stakeholders      
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.      
C.1.1(P) Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues? OECD Principle IV
(A) The rights of stakeholders that are established by law or through mutual agreements are to be respected.
N  
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.      
C.2.1(P) Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? OECD Principle IV
(B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
N  
         
         
D. Disclosure and transparency      
D.1 Sanctions from regulator on financial reports      
D.1.1(P) Did the company receive a "qualified opinion" in its external audit report? OECD Principle V: Disclosure and Transparency
(B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures.
(C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
(D) External auditors should be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit.

ICGN 6.2 Annual audit
The annual audit carried out on behalf of shareholders is an essential part of the checks and balances required at a company. It should provide an independent and objective opinion that the financial statements fairly represent the financial position and performance of the company in all material respects, give a true and fair view of the affairs of the company and are in compliance with applicable laws and regulations.

ICGN 7.3 Affirmation of financial statements
The board of directors and the appropriate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.

International Auditing Standard (ISA) No. 705 "Modifications to the Opinion in the Independent Auditor's Report" (2009).
Paras. 7, 8 and 9 specify the three types of modifications to the auditor's opinion; that is, Qualified opinion, Adverse opinion, and Disclaimer opinion respectively.
N  
D.1.2(P) Did the company receive an "adverse opinion" in its external audit report?   N  
D.1.3(P) Did the company receive a "disclaimer opinion" in its external audit report?   N  
D.1.4(P) Has the company in the past year revised its financial statements for reasons other than changes in accounting policies?

  N Available records
         
E. Responsibilities of the Board      
E.1 Compliance with listing rules, regulations and applicable laws      
E.1.1(P) Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? OECD Principle VI (D)
(7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designed to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code.
N/A  
E.1.2(P) Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? UK CODE (JUNE 2010)
A.4.3 Where directors have concerns which cannot be resolved about the running of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns.
N  
E.2 Board Appraisal      
E.2.1(P) Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (which ever is higher) in the same capacity? OECD Principle V
(C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.

Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit.
N Records of Board of Directors
E.2.2(P) Did the company fail to identify who are the independent director(s) / commissioner(s)? ICGN 2.4 Composition and structure of the board
ICGN 2.4.1 Skills and experience
ICGN 2.4.3 Independence
N Minutes of AGMM and Election
E.3 External Audit      
E.3.1(P) Is any of the directors or senior management a former  employee or partner of the current external auditor (in the past 2 years)?   OECD Principle V
(C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.

Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit.
N  
E.4 Board structure and composition       
E.4.1 (P) Is any of the directors a former CEO of the company in the past 2 years?    N  
E. Responsibilities of the Board        
E.1 Board Duties and Responsibilities    Y/ N Reference/ Source document
  Clearly defined board responsibilities and corporate governance policy    
E.1.1 Does the company disclose its corporate governance policy / board charter?  OECD PRINCIPLE V: Disclosure and Transparency
(A) Disclosure should include, but not be limited to, material information on:
8. Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.

Y Code of Corporate Governance
E.1.2 Are  the types of decisions requiring board of directors/commissioners' approval disclosed ? OECD PRINCIPLE VI (D) Y through resolution
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ? Y Code of Corporate Governance ; By Laws
  Corporate Vision/Mission      
E.1.4 Does the company have a vision and mission statement?  OECD PRINCIPLE 6 (P58)                      
ICGN:3.2 Integrity
ICGN:3.2 Integrity The board is responsible for overseeing the implementation and maintenance of a culture of integrity. The board should encourage a culture of integrity permeating all aspects of the co., and secure that its vision, mission and objectives are ethically sound. 
Y By Laws
E.1.5 Has the board review the vision and mission/strategy in the last financial year?   Y  
E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy?   Y  
E.2 Board structure      
  Code of Ethics or Conduct      
E.2.1 Are the details of the code of ethics or conduct disclosed?  OECD PRINCIPLE VI
(C) The board should apply high ethical standards. It should take into account the interests of stakeholders.

The board has a key role in setting the ethical tone of a company, not only by its own actions, but also in appointing and overseeing key executives and consequently the management in general. High ethical standards are in the long term interests of the company as a means to make it credible and trustworthy, not only in day-to-day operations but also with respect to longer term commitments. To make the objectives of the board clear and operational, many companies have found it useful to develop company codes of conduct based on, inter alia, professional standards and sometimes broader codes of behaviour. The latter might include a voluntary commitment by the company (including its subsidiaries) to comply with the OECD Guidelines for Multinational Enterprises which reflect all four principles contained in the ILO Declaration on Fundamental Labour Rights.
Company-wide codes serve as a standard for conduct by both the board and key executives, setting the framework for the exercise of judgement in dealing with varying and often conflicting constituencies. At a minimum, the ethical code should set clear limits on the pursuit of private interests, including dealings in the shares of the company. An overall framework for ethical conduct goes beyond compliance with the law, which should always be a fundamental requirement.
Y  
E.2.2 Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? Y  
E.2.3 Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? Y  
  Board Structure & Composition       
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? OECD PRINCIPLE VI (E)
In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgement. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The ASX Code recommends at least a majority of independent directors, while the UK Code recommends at least half of the board, excluding the Chairman, be independent directors.  The minimum of three independent directors is to ensure that companies with small boards have enough independent directors (note that stock exchange rules often require at least two independent directors).
N  
E.2.5 Are the independent directors/commissioners independent of management and major/ substantial shareholders? OECD PRINCIPLE VI (E)
In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgement. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management.

The variety of board structures, ownership patterns and practices in different countries will thus require different approaches to the issue of board objectivity. In many instances objectivity requires that a sufficient number of board members not be employed by the company or its affiliates and not be closely related to the company or its management through significant economic, family or other ties. This does not prevent shareholders from being board members. In others, independence from controlling shareholders or another controlling body will need to be emphasised, in particular if the exante rights of minority shareholders are weak and opportunities to obtain redress are limited. This has led to both codes, and the law in some jurisdictions, to call for some board members to be independent of dominant shareholders, independence extending to not being their representative or having close business ties with them.
Y  
E.2.6 Does the company have a term limit of nine years or less for its independent directors/commissioners? Y By Laws
E.2.7 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? UK CODE (JUNE 2010): Non-executive directors should be appointed for specified terms subject to re-election and to statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board and to succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board.           N  
E.2.8 Does the company have any independent directors/commissioners who serve on a total of  more than five boards of publicly-listed companies? OECD PRINCIPLE VI (E)
(3) Board members should be able to commit themselves effectively to their responsibilities.
Service on too many boards can interfere with the performance of board members. Companies may wish to consider whether multiple board memberships by the same person are compatible with effective board performance and disclose the information to shareholders.
N  
E.2.9 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? N  
  Nominating Committee      
E.2.10 Does the company have a Nominating Committee (NC)? OECD PRINCIPLE II (C)
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval.

With respect to nomination of candidates, boards in many companies have established Nominating Committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate.


OECD PRINCIPLE VI (E)
(1) Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.
Y 2015 - 2016 set of Officers and Committees
E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners? N  
E.2.12 Is the chairman of the Nominating Committee an independent director/commissioner? This item is in most codes of corporate governance. N  
E.2.13 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? OECD PRINCIPLE VI (E)
(2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.

While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions

Given the responsibilities of the NC spelt out in codes of corporate governance, the NC is unlikely to be fulfilling these responsibilities effectively if it is only meeting once a year.  Globally, the NC of large companies would meet several times a year.
Y  
E.2.14 Did the Nominating Committee meet at least twice during the year? Y  
E.2.15 Is the attendance of members at Nominating Committee meetings disclosed? Y  
  Remuneration Committee/ Compensation Committee      
E.2.16 Does the company have a Remuneration Committee? OECD PRINCIPLE VI (D)
(4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.

It is considered good practice in an increasing number of countries that remuneration policy and employment contracts for board members and key executives be handled by a special committee of the board comprising either wholly or a majority of independent directors. There are also calls for a Remuneration Committee that excludes executives that serve on each others’ Remuneration Committees, which could lead to conflicts of interest.
Y  
E.2.17 Does the Remuneration Committee comprise of a majority of independent directors/commissioners? N  
E.2.18 Is the chairman of the Remuneration Committee an independent director/commissioner? N  
E.2.19 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? OECD PRINCIPLE VI (E)
(2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.

While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions

Given the responsibilities of the Remuneration Committee (RC) which are spelt out in codes of corporate governance, the RC is unlikely to be fulfilling these responsibilities effectively if it only meets once a year.  Globally, the RC of large companies would meet several times a year.
Y  
E.2.20 Did the Remuneration Committee meet at least twice during the year? Y  
E.2.21 Is the attendance of members at Remuneration Committee meetings disclosed? Y  
  Audit Committee      
E.2.22 Does the company have an Audit Committee? OECD PRINCIPLE VI (E)
(1) Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.
Y DEFAULT
E.2.23 Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? OECD PRINCIPLE VI (E)
(2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.

While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in the increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions.
Y  
E.2.24 Is the chairman of the Audit Committee an independent director/commissioner?   Y DEFAULT
E.2.25 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?   Y  
E.2.26 Does the Annual Report disclose the profile or qualifications of the Audit Committee members? Most codes specify the need for accounting/finance expertise or experience. Y  
E.2.27 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? UK CODE (JUNE 2010)
C.3.1. The board should satisfy itself that at least one member of the Audit Committee has recent and relevant financial experience.

As many of the key responsibilities of the Audit Committee are accounting-related, such as oversight of financial reporting and audits, it is important to have someone specifically with accounting expertise, not just general financial expertise.
Y  
E.2.28 Did the Audit Committee meet at least four times during the year?   Y  
E.2.29 Is the attendance of members at Audit Committee meetings disclosed?   Y  
E.2.30 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? UK CODE (JUNE 2010)
C.3.6 The Audit Committee should have primary responsibility for making a recommendation on the appointment, reappointment and removal of the external auditor. If the board does not accept the Audit Committee’s recommendation, it should include in the Annual Report, and in any papers recommending appointment or re-appointment, a statement from the Audit Committee explaining the recommendation and should set out reasons why the board has taken a different position.
Y  
E.3 Board Processes      
  Board meetings and attendance      
E.3.1 Are the board of directors meeting scheduled before the start of financial year? Scheduling board meetings before or at the beginning of the year would allow directors to plan ahead to attend such meetings, thereby helping to maximise participation, especially as non-executive directors often have other commitments. Additional ad hoc meetings can always be scheduled if and when necessary.  It is common practice for boards in developed markets to schedule meetings in this way. Y  
E.3.2 Does the board of directors/commissioners meet at least six times during the year? WORLDBANK PRINCIPLE 6
(VI.I.24) Does the board meet at least six times per year?

INDO SCORECARD
E.10. How many meetings were held in the past year?
If the board met more than six times, the firm earns a 'Y' score. If four to six meetings, the firm was scored as ’fair’, while less than four times was scored as ‘N’
Y  
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? OECD PRINCIPLE VI (E)
(3) Board members should be able to commit themselves effectively to their responsibilities.

Specific limitations may be less important than ensuring that members of the board enjoy legitimacy and confidence in the eyes of shareholders. Achieving legitimacy would also be facilitated by the publication of attendance records for individual board members (e.g. whether they have missed a significant number of meetings) and any other work undertaken on behalf of the board and the associated remuneration.
Y  
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? WORLDBANK PRINCIPLE 6
(VI.I.28) Is there a minimum quorum of at least 2/3 for board decisions to be valid? 
Y 2/3 of 15 = 10
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? WORLDBANK PRINCIPLE 6
(VI.E.1.6) Does the corporate governance framework requires or encourages boards to conduct executive sessions? 
N  
  Access to information      
E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? OECD PRINCIPLE VI
(F) In order to fulfil their responsibilities, board members should have access to accurate, relevant and timely information.

Board members require relevant information on a timely basis in order to support their decision-making. Non-executive board members do not typically have the same access to information as key managers within the company. The contributions of non-executive board members to the company can be enhanced by providing access to certain key managers within the company such as, for example, the company secretary and the internal auditor, and recourse to independent external advice at the expense of the company. In order to fulfil their responsibilities, board members should ensure that they obtain accurate, relevant and timely information.

WORLDBANK PRINCIPLE 6

(VI.F.2) Does such information need to be provided to the board at least five business days in advance of the board meeting?
Y  
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities?   OECD PRINCIPLE VI (F)

ICSA Guidance on the Corporate Governance Role of the Company Secretary
Y  
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices? WORLDBANK PRINCIPLE 6
(VI.D.2.12) Do company boards have a professional and qualified company secretary?
Y  
  Board Appointments and Re-Election    
E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners? OECD PRINCIPLE II (C) (3)
To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate.

OECD Principle VI (D)
(5) Ensuring a formal and transparent board nomination and election process.
These Principles promote an active role for shareholders in the nomination and election of board members. The board has an essential role to play in ensuring that this and other aspects of the nominations and election process are respected. First, while actual procedures for nomination may differ among countries, the board or a nomination committee has a special responsibility to make sure that established procedures are transparent and respected. Second, the board has a key role in identifying potential members for the board with the appropriate knowledge, competencies and expertise to complement the existing skills of the board and thereby improve its value-adding potential for the company. In several countries there are calls for an open search process extending to a broad range of people.
Y  
E.3.10 Does the company disclose the process followed in appointing new directors/commissioners?   Y  
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years? ICGN: 2.9.1
Election of directors: Directors should be conscious of their accountability to shareholders, and many jurisdictions have mechanisms to ensure that this is in place on an ongoing basis. There are some markets however where such accountability is less apparent and in these each director should stand for election on an annual basis. Elsewhere directors should stand for election at least once every three years, though they should face evaluation more frequently.

WORLDBANK PRINCIPLE 6
(VI.I.18) Can the re-election of board members be staggered over time?  (Staggered boards are those where only a part of the board is re-elected at each election, e.g. only 1/3 of directors are re-elected every year.)
Y DEFAULT
  Remuneration Matters      
E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? OECD PRINCIPLE VI (D)
(4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.

In an increasing number of countries it is regarded as good practice for boards to develop and disclose a remuneration policy statement covering board members and key executives. Such policy statements specify the relationship between remuneration and performance, and include measurable standards that emphasise the longer run interests of the company over short term considerations. Policy statements generally tend to set conditions for payments to board members for extra-board activities, such as consulting. They also often specify terms to be observed by board members and key executives about holding and trading the stock of the company, and the procedures to be followed in granting and re-pricing of options. In some countries, policy also covers the payments to be made when terminating the contract of an executive.
Y  
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners? UK CODE (JUNE 2010)
D.1.3 Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role.

Disclosure of fee structure for non-executive directors allows shareholders to assess if these directors are remunerated in an appropriate manner, for example, whether they are paid for taking on additional responsibilities and contributions, such as chairing committees.
N/A  
E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? OECD PRINCIPLE VI. (D.4)
The Board should fulfil certain key functions including aligning key executive and board remuneration with the longer term interests of the company and its shareholders.

ICGN 2.3 (D) and (E)
D. Selecting, remunerating, monitoring and where necessary replacing key executives and overseeing succession planning.
E. Aligning key executives and Board remuneration with the longer term interest of the company and its shareholders. 
Y DEFAULT
E.3.15 Do independent non-executive directors/commissioners receive options, performance shares or bonuses? UK CODE (JUNE 2010)
(D.1.3) Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for non-executive directors should not include share options or other performance-related elements. If, by exception, options are granted, shareholder approval should be sought in advance and any shares acquired by exercise of the options should be held until at least one year after the non-executive director leaves the board. Holding of share options could be relevant to the determination of a non-executive director’s independence (as set out in provision B.1.1).

ASX CODE
Box 8.2: Guidelines for non-executive director remuneration
Companies may find it useful to consider the following when considering non-executive director
remuneration:
1. Non-executive directors should normally be remunerated by way of fees, in the form of cash, noncash benefits, superannuation contributions or salary sacrifice into equity; they should not normally participate in schemes designed for the remuneration of executives.
2. Non-executive directors should not receive options or bonus payments.
3. Non-executive directors should not be provided with retirement benefits other than superannuation.
N  
   Internal Audit      
E.3.16 Does the company have a separate internal audit function? OECD PRINCIPLE VI (D)
(7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

Ensuring the integrity of the essential reporting and monitoring systems will require the board to set and enforce clear lines of responsibility and accountability throughout the organisation. The board will also need to ensure that there is appropriate oversight by senior management. One way of doing this is through an internal audit system directly reporting to the board.
Y DEFAULT
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Companies often disclose that they have an internal audit but, in practice, it is not uncommon for it to exist more in form than in substance. For example, the in-house internal audit may be assigned to someone with other operational responsibilities. As internal audit is unregulated, unlike external audit, there are firms providing outsourced internal audit services which are not properly qualified to do so. Making the identity of the head of internal audit or the external service provider public would provide some level of safeguard that the internal audit is substantive. Y  
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? OECD PRINCIPLE VI (D) (7)

In some jurisdictions it is considered good practice for the internal auditors to report to an independent Audit Committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board.

WORLDBANK PRINCIPLE 6
(VI.D.7.9) Does the internal auditors have direct and unfettered access to the board of directors and its independent Audit Committee?

ASX Principles on CG
“…companies should consider a second reporting line from the
internal audit function to the board or relevant committee.” Under the ASX
Principles it is also recommended that the Audit Committee have access to
internal audit without the presence of management, and that “the audit
committee should recommend to the board the appointment and dismissal of
a chief internal audit executive."
Y DEFAULT
  Risk Oversight      
E.3.19 Does the company disclose the internal control procedures/risk management systems it has in place? OECD PRINCIPLE 6 (VI) (D) (7)

Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
Y  
E.3.20 Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? UK CODE (JUNE 2010)
C.2.1 The board should, at least annually, conduct a review of the effectiveness of the company’s risk management and internal control systems and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls.
Y  
E.3.21 Does the company disclose how key risks are managed? OECD PRINCIPLE V (A)
(6) Foreseeable risk factors.

Disclosure of risk is most effective when it is tailored to the particular industry in question. Disclosure about the system for monitoring and managing risk is increasingly regarded as good practice.
Y  
E.3.22 Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? OECD PRINCIPLE 6 (VI) (D)
(7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

In some jurisdictions it is considered good practice for the internal auditors to report to an independent audit committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. It should also be regarded as good practice for this committee, or equivalent body, to review and report to the board the most critical accounting policies which are the basis for financial reports. However, the board should retain final responsibility for ensuring the integrity of the reporting systems. Some countries have provided for the chair of the board to report on the internal control process.
Y  
E.4 People on the Board      
  Board Chairman      
E.4.1 Do different persons assume the roles of chairman and CEO? OECD PRINCIPLE VI
(E) The board should be able to exercise objective independent judgement on corporate affairs.

In a number of countries with single tier board systems, the objectivity of the board and its independence from management may be strengthened by the separation of the role of chief executive and chairman, or, if these roles are combined, by designating a lead non-executive director to convene or chair sessions of the outside directors. Separation of the two posts may be regarded as good practice, as it can help to achieve an appropriate balance of power, increase accountability and improve the board’s capacity for decision making independent of management.

UK Code (June 2010)
A.3.1 The chairman should on appointment meet the independence criteria set out in B.1.1 below. A chief executive should not go on to be chairman of the same company. If,  exceptionally, a board decides that a chief executive should become chairman, the board should consult major shareholders in advance and should set out its reasons to shareholders at the time of the appointment and in the next Annual Report.

ASX Code
Recommendation 3.2
The chief executive officer should not go on to become chair of the same company. A former chief executive officer will not qualify as an “independent” director unless there has been a period of at least three years between ceasing employment with the company and serving on the board.
Y By Laws
E.4.2 Is the chairman an independent director/commissioner? N  
E.4.3 Has the chairman been the company  CEO in the last three years? N  
E.4.4 Are the role and responsibilities of the chairman disclosed? ICGN: 2.5 Role of the Chair
The chair has the crucial function of setting the right context in terms of board agenda, the provision of information to directors, and open boardroom discussions, to enable the directors to generate the effective board debate and discussion and to provide the constructive challenge which the company needs. The chair should work to create and maintain the culture of openness and constructive challenge which allows a diversity of views to be expressed...The chair should be available to shareholders for dialogue on key matters of the company’s governance and where shareholders have particular concerns.
Y By Laws
  Skills and Competencies      
E.4.5 Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? ICGN: 2.4.3 Independence
Alongside appropriate skill, competence and experience, and the appropriate context to encourage effective behaviours, one of the principal features of a well-governed corporation is the exercise by its board of directors of independent judgement, meaning judgement in the best interests of the corporation, free of any external influence on any individual director, or the board as a whole. In order to provide this independent judgement, and to generate confidence that independent judgement is being applied, a board should include a strong presence of independent non-executive directors with appropriate competencies including key industry sector knowledge and experience. There should be at least a majority of independent directors on each board.
Y Admin Records
E.4.6 Does the company disclose a board of directors/commissioners diversity policy? ASX Code
Recommendation 3.2
Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.

Regulations and codes of corporate governance in many developed markets now incorporate board diversity as a consideration in board composition
Y  
E.5 Board Performance      
  Directors Development      
E.5.1 Does the company have orientation programmes for new directors/commissioners? This item is in most codes of corporate governance. Y  
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? OECD PRINCIPLE VI (E)
(3) Board members should be able to commit themselves effectively to their responsibilities.

In order to improve board practices and the performance of its members, an increasing number of jurisdictions are now encouraging companies to engage in board training and voluntary self-evaluation that meets the needs of the individual company. This might include that board members acquire appropriate skills upon appointment, and thereafter remain abreast of relevant new laws, regulations, and changing commercial risks through in-house training and external courses.                                                                            
Y  
  CEO/Executive Management Appointments and Performance      
E.5.3 Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? OECD PRINCIPLE VI (D)
(3) Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.

In two tier board systems the supervisory board is also responsible for appointing the management board which will normally comprise most of the key executives.
Y By Laws
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? OECD PRINCIPLE VI (D)
(2). Monitoring the effectiveness of the company’s governance practices and making changes as needed.

Monitoring of governance by the board also includes continuous review of the internal structure of the company to ensure that there are clear lines of accountability for management throughout the organisation. In addition to requiring the monitoring and disclosure of corporate governance practices on a regular basis, a number of countries have moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of individual board members and the CEO/Chairman.
N  
  Board Appraisal      
E.5.5 Is an annual performance assessment conducted of the board of directors/commissioners? OECD PRINCIPLE VI (D) (2)  Y  
E.5.6 Does the company disclose the process followed in conducting the board assessment? Y  
E.5.7 Does the company disclose the criteria used in the board assessment? Y  
  Director Appraisal      
E.5.8 Is an annual performance assessment conducted of individual director/commissioner? OECD PRINCIPLE VI (D) (2)  N  
E.5.9 Does the company disclose the process followed in conducting the director/commissioner assessment? N  
E.5.10 Does the company disclose the criteria used in the director/commissioner assessment? N  
  Committee Appraisal      
E.5.11 Is an annual performance assessment conducted of the board of directors/commissioners committees? UK CODE (JUNE 2010)
B.6 Evaluation: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.
N  

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