CORPORATE GOVERNANCE

Corporate Governance – Overview
Corporate Governance – Pillars
Corporate Governance - Elements

1. Corporate Governance

2. Contents Corporate Governance – Overview Corporate Governance – Pillars Corporate Governance - Elements

3. Corporate Governance - Overview

4. Why Corporate Governance? Better access to external finance Lower costs of capital – interest rates on loans Improved company performance – sustainability Higher firm valuation and share performance Reduced risk of corporate crisis and scandals

5. Corporate Governance - Parties Share holders – Those that own the company Manager - Guardians of the Company’s assets for the Shareholders  Directors - Who use the Company’s assets

6. Owner Board of Directors CEO Executives Employees

7. Corporate Governance is NOT Corporate governance ≠ corporate / financial management Corporate governance ≠ corporate social responsibility or business ethics

8. What is Corporate Governance? If management is about running the business, corporate governance is about seeing that it is run properly. All companies need managing and governing.

9. Corporate Governance – Pillars

10. Pillars of Corporate Governance Fairness Accountability Transparency Independence Corporate Governance

11. Accountability Ensure that management is accountable to the Board Ensure that the Board is accountable to shareholders Fairness Protect Shareholders rights Treat all shareholders including minorities, equitably Provide effective redress for violations

12. Transparency Ensure timely, accurate disclosure on all material matters, including the financial situation, performance, ownership and corporate governance Independence Procedures and structures are in place so as to minimise, or avoid completely conflicts of interest Independent Directors and Advisers i.e. free from the influence of others

13. Corporate Governance – Elements

14. Corporate Governance - Elements

15. Good Board Practices Clearly defined roles and authorities Duties and responsibilities of Directors understood Board is well structured Appropriate composition and mix of skills Appropriate Board procedures Director Remuneration in line with best practice Board self-evaluation and training conducted

16. Control Environment Internal control procedures Independent audit committee established Risk management framework present Internal Audit Function Disaster recovery systems in place Management Information systems established Media management techniques in use Compliance Function established Business continuity procedures in place Independent external auditor e conducts audit

17. Transparent Disclosure Financial Information disclosed Non-Financial Information disclosed Financials prepared according to International Financial Reporting Standards (IFRS) Companies Registry filings up to date High-Quality annual report published Web-based disclosure

18. Well-Defined Shareholder Rights Minority shareholder rights formalised Well-organised shareholder meetings conducted Policy on related party transactions Policy on extraordinary transactions Clearly defined and explicit dividend policy 

19. Board Commitment The Board discusses corporate governance issues and has created a corporate governance committee The company has a corporate governance champion A corporate governance improvement plan has been created Appropriate resources are committed to corporate governance initiatives Policies and procedures have been formalised and distributed to relevant staff A corporate governance code has been developed A code of ethics has been developed The company is recognised as a corporate governance leader