Corporate Governance Positions: The Board:

Committee Independence

 

Independent Committees

Position: The nomination, compensation, and audit committees should be composed entirely of independent directors and should have written charters establishing their purpose, responsibilities, member qualifications, structure, operations, and manner of reporting to the full board.

Rationale: Removing management influence from these committees will enable these committees to act with independence in overseeing the actions and decisions of management, in ensuring that the decisions are made from the perspective of serving shareowners’ interests, and in nominating new members for the board.

Where stated: CAC - CSA CG Proposals

 

Board Committee Nominations

Position: The board of directors should have absolute authority to appoint its independent members to the audit, nominations, and compensation committees.

Rationale: Removing these appointments from the authority of management helps to ensure that these committees perform their assigned tasks in consideration of what is in the best interests of shareowners.

Where stated:  AIMR - NYSE Listing Stds

 

Independent Remuneration Committee

Position: Issuers should have a remuneration committee of independent directors to determine the compensation of senior officers and directors.

Rationale: Independence of this committee will enable the members to act independently in determining what to offer senior executives in compensation, without influence from those whose interests are conflicted.

Where stated: APAC - HKEx Listing Rules on CG