Code of Good Governance – Part 6

Code

Towards Ethical Excellence

Following up on our previous article, the rights and powers of the Board of Directors will be discussed now. In order to fulfill above responsibilities, the board should be fully authorized, by shareholders, to act on company’s behalf and make all high-level business decisions. In order to discharge their responsibilities, the Directors of the Board should at least, have following rights:

· Right to access independent advice: The directors should be authorized to seek independent legal or other professional advice at the company’s expense whenever they judge this necessary to discharge their responsibilities as directors. However, this should be in accordance with the company’s policy approved by the board.

· Right to access company secretary: The director should have direct access to the company secretary who should have responsibility for reporting to the board on board procedures. Moreover, the appointment and removal of company secretary should be a matter for the board as a whole, not for the CEO or any other officer.

· Right to access company management: The board as well as each director, should have free access to the company’s management beyond that provided in board meetings. Such access should be through the Chairman of Audit Committee or CEO.

The board should collectively be authorized to make decisions relating to the following aspects:

· Appointment, remuneration and terms and conditions of employment of the Chief Executive Officer (CEO) and other Executive Directors.

· Investment and disinvestment of capital.
· Write-off of bad debts, advances and receivables and determination of a reasonable provision for doubtful debts.
· Write-off of inventories and other assets.
· Determination of the terms of and the circumstances in which a law suit may be compromised and a claim/right in favor of the company may be waived, released, extinguished, or relinquished.

· To make calls on shareholders in respect of moneys unpaid on their shares.
· To issue shares.
· To issue debentures or any instrument in the nature of redeemable capital.
· To borrow moneys otherwise than on debentures.
· To make loans.
· To approve annual or half-yearly or other periodical accounts as are required to be circulated to the members.
· To approve bonus to employees.

This article is drawn from Dr. Rampersad’s new book “Authentic Governance; Aligning Personal
Governance with Corporate Governance” and will be continued in the next part of this column.



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