Corporate Governance - Implementation Guide. Saleh Hussain

monitoring role;

      •Structure and membership, including a requirement that one-third of members or 2 directors, whichever is higher, be independent non-executive directors;

      •A formal schedule of matters reserved for the board, including authority levels;

      •A position description of the role of the chairman, CEO and executive directors as well as NEDs;

      •Appointment of board committees;

      •Director’s orientation and education programs; and

      •Agreed procedure on taking independent professional advice at the company’s expense in furtherance of the directors’ duties (whether as a board or in their individual capacity).

      The charter should be periodically reviewed and updated in accordance with the needs of the company and any new regulations that may have an impact on the discharge of the board’s responsibilities.

      A sample board charter is provided in Appendix ‘B’ of this guidebook.