Corporate Governance

1. Board of Directors
   1. Roles and Responsibilities
      1. Setting and overseeing the overall strategic direction of the organization
      2. Appointing, monitoring, and evaluating the performance of the CEO and senior management
      3. Ensuring compliance with legal, ethical, and regulatory requirements
      4. Protecting and enhancing the assets and reputation of the company
      5. Making decisions on major transactions and risk management policies
      6. Establishing a clear governance framework and corporate values
   2. Composition and Structure
      1. Determining the optimal size and diversity of the board
      2. Balancing between executive, non-executive, and independent directors
      3. Ensuring directors' qualifications and expertise match organizational needs
      4. Developing succession planning for board members and key executives
      5. Board leadership roles, including Chairperson and Lead Independent Director
   3. Independent Directors
      1. Defining independence and assessing potential conflicts of interest
      2. Role in providing unbiased oversight and balancing management influence
      3. Contribution to committees, particularly in audit and risk management
   4. Executive and Non-executive Directors
      1. Distinctions between their roles and contributions to board discussions
      2. Accountability for operational versus strategic governance aspects
   5. Board Committees
      1. Audit Committee
         1. Overseeing financial reporting processes and internal controls
         2. Liaison with external auditors and internal audit function
         3. Ensuring integrity and transparency in financial statements
      2. Remuneration Committee
         1. Designing executive compensation structures aligned with performance
         2. Setting compensation policies for senior management and directors
         3. Reviewing long-term incentive plans, including stock options
      3. Nomination Committee
         1. Identifying and nominating suitable candidates for board appointments
         2. Overseeing board succession planning and diversity initiatives
         3. Conducting assessments of board skills and independence
      4. Risk Management Committee
         1. Defining and evaluating the organization's risk appetite and policies
         2. Monitoring strategic, financial, and operational risks
         3. Developing risk mitigation strategies and ensuring regulatory compliance
      5. Corporate Social Responsibility (CSR) Committee
         1. Driving the integration of social responsibility into business strategy
         2. Overseeing sustainability initiatives and community engagement
         3. Evaluating the impacts of CSR programs and reporting outcomes
   6. Board Meetings and Procedures
      1. Setting the agenda and frequency of board and committee meetings
      2. Establishing procedures for information dissemination and decision-making
      3. Use of technology in facilitating virtual and hybrid meetings
      4. Maintaining minutes and records of meetings for transparency and accountability
   7. Board Evaluation and Performance
      1. Developing criteria and processes for board evaluations
      2. Implementing regular performance assessments of individual directors and the board as a whole
      3. Utilizing external facilitators to ensure objectivity in evaluations
      4. Acting on evaluation results to improve board effectiveness and dynamics
      5. Continuous education and development programs for board members to enhance skills and governance practices