SHAREHOLDER RIGHTS
The corporate governance framework should protect and facilitate exercise of shareholders’ rights.
A. Basic shareholder rights should include the right to:
1. Secure ownership registration methods;
2. Convey or transfer shares;
3. Obtain timely and relevant information about the company;
4. Participate and vote in general shareholder meetings;
5. Elect and remove members of the board;
6. Share in the profits of the company;
B. Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as:
1. Changes and amendments to the statutes, articles of incorporation and similar governing documents of the company;
2. The authorization of additional shares
3. Extraordinary transactions with significant effect on the company.
C. Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and be informed of the rules and voting procedures that govern general shareholder meetings.
1. Shareholders should be furnished with sufficient and timely information about the date, location and agenda of general meetings and complete information regarding all issues to be considered and decided at the general meeting.
2. Shareholders should have the opportunity to ask questions to the board and place items on the agenda of general meetings subject to reasonable, adequate limitations.
3. Shareholders should be able to vote in the general meetings in person or in absentia and equal effect should be given to votes whether cast in person or in absentia.
D. The structure of capital and arrangements enabling certain shareholders to obtain a degree of control in a company disproportionate to their equity ownership should be disclosed.
E. Markets for corporate control should be allowed to function in an efficient and transparent manner.
1. The rules and procedures governing the acquisition of corporate control in capital markets and extraordinary transactions such as mergers and sales of substantial portions of corporate assets should be clearly indicated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.
2. Anti-take-over devices should not be used to shield management from accountability.
F. The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
THE EQUITABLE TREATMENT OF SHAREHOLDERS
The corporate governance framework should ensure the equitable treatment of all shareholders including minority and foreign shareholders.
All shareholders should have the opportunity to obtain effective redress for violation of their rights.
A. All shareholders of the same class of shares should be treated equally:
1. Within the same class, all shares should carry the same voting rights. All investors should be informed about the rights attached to shares before they decide to purchase them. Any changes in voting rights should be voted through by the shareholders.
2. Exercise of voting rights by custodians or nominees should be done in a manner and subject to conditions agreed with the owner of the shares.
3. Processes and procedures for general shareholder meetings should allow for equitable treatment of all shareholders. Company procedures should not obstruct or make expensive to cast votes.
B. Insider trading and abusive self-dealing should be prohibited.
C. Members of the board and executives should be required to disclose whether they have a material interest in any transaction or matter directly affecting the corporation.
THE ROLE OF STAKEHOLDERS IN CORPORATE GOVERNANCE
The corporate governance framework should recognize the rights of stakeholders established by law or through mutual agreements and encourage active cooperation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises
A. The rights of stakeholders that are established by law or through mutual agreements should be respected.
B. Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C. Performance-enhancing mechanisms for employee participation should be permitted to develop.
D. Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
DISCLOSURE AND TRANSPARENCY
The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.
A. Disclosure should include, but not be limited to, material information on:
1. The financial and operating results of the company
2. Company objectives
3. Major share ownership and voting rights
4. Remuneration policy for members of the board and key executives, and information about board members
5. Foreseeable risk factors
6. Related party transactions
7. Governance structures and policies
B. Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosure.
C. An annual audit should be conducted by an independent, competent and qualified,auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
D. Channels for disseminating information should provide for equal, timely and cost efficient access to relevant information by users.
THE RESPONSIBILITIES OF THE BOARD
The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and shareholders.
A. Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and the shareholders.
B. Where board decisions may affect different shareholder groups differently, the board should treat all shareholders fairly.
C. The board should apply high ethical standards. It should take into account the interests of stakeholders.
D. The board should fulfill certain key functions, including:
1. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures;
2. Aligning key executive and board remuneration with the longer term interests of the company and its shareholders;
3. Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning;
4. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.
5. Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards;
6. Monitoring the effectiveness of the company’s governance practices and making changes as needed;
7. Overseeing the process of disclosure and communications.
E. The board should be able to exercise objective independent judgement on corporate affairs.
1. Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgment to tasks where there is a potential for conflict of interest. . Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.
2. Board members should be able to commit themselves effectively to their responsibilities.
F. In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information.
The corporate governance framework should protect and facilitate exercise of shareholders’ rights.
A. Basic shareholder rights should include the right to:
1. Secure ownership registration methods;
2. Convey or transfer shares;
3. Obtain timely and relevant information about the company;
4. Participate and vote in general shareholder meetings;
5. Elect and remove members of the board;
6. Share in the profits of the company;
B. Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as:
1. Changes and amendments to the statutes, articles of incorporation and similar governing documents of the company;
2. The authorization of additional shares
3. Extraordinary transactions with significant effect on the company.
C. Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and be informed of the rules and voting procedures that govern general shareholder meetings.
1. Shareholders should be furnished with sufficient and timely information about the date, location and agenda of general meetings and complete information regarding all issues to be considered and decided at the general meeting.
2. Shareholders should have the opportunity to ask questions to the board and place items on the agenda of general meetings subject to reasonable, adequate limitations.
3. Shareholders should be able to vote in the general meetings in person or in absentia and equal effect should be given to votes whether cast in person or in absentia.
D. The structure of capital and arrangements enabling certain shareholders to obtain a degree of control in a company disproportionate to their equity ownership should be disclosed.
E. Markets for corporate control should be allowed to function in an efficient and transparent manner.
1. The rules and procedures governing the acquisition of corporate control in capital markets and extraordinary transactions such as mergers and sales of substantial portions of corporate assets should be clearly indicated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.
2. Anti-take-over devices should not be used to shield management from accountability.
F. The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
THE EQUITABLE TREATMENT OF SHAREHOLDERS
The corporate governance framework should ensure the equitable treatment of all shareholders including minority and foreign shareholders.
All shareholders should have the opportunity to obtain effective redress for violation of their rights.
A. All shareholders of the same class of shares should be treated equally:
1. Within the same class, all shares should carry the same voting rights. All investors should be informed about the rights attached to shares before they decide to purchase them. Any changes in voting rights should be voted through by the shareholders.
2. Exercise of voting rights by custodians or nominees should be done in a manner and subject to conditions agreed with the owner of the shares.
3. Processes and procedures for general shareholder meetings should allow for equitable treatment of all shareholders. Company procedures should not obstruct or make expensive to cast votes.
B. Insider trading and abusive self-dealing should be prohibited.
C. Members of the board and executives should be required to disclose whether they have a material interest in any transaction or matter directly affecting the corporation.
THE ROLE OF STAKEHOLDERS IN CORPORATE GOVERNANCE
The corporate governance framework should recognize the rights of stakeholders established by law or through mutual agreements and encourage active cooperation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises
A. The rights of stakeholders that are established by law or through mutual agreements should be respected.
B. Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C. Performance-enhancing mechanisms for employee participation should be permitted to develop.
D. Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
DISCLOSURE AND TRANSPARENCY
The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.
A. Disclosure should include, but not be limited to, material information on:
1. The financial and operating results of the company
2. Company objectives
3. Major share ownership and voting rights
4. Remuneration policy for members of the board and key executives, and information about board members
5. Foreseeable risk factors
6. Related party transactions
7. Governance structures and policies
B. Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosure.
C. An annual audit should be conducted by an independent, competent and qualified,auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
D. Channels for disseminating information should provide for equal, timely and cost efficient access to relevant information by users.
THE RESPONSIBILITIES OF THE BOARD
The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and shareholders.
A. Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and the shareholders.
B. Where board decisions may affect different shareholder groups differently, the board should treat all shareholders fairly.
C. The board should apply high ethical standards. It should take into account the interests of stakeholders.
D. The board should fulfill certain key functions, including:
1. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures;
2. Aligning key executive and board remuneration with the longer term interests of the company and its shareholders;
3. Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning;
4. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.
5. Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards;
6. Monitoring the effectiveness of the company’s governance practices and making changes as needed;
7. Overseeing the process of disclosure and communications.
E. The board should be able to exercise objective independent judgement on corporate affairs.
1. Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgment to tasks where there is a potential for conflict of interest. . Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.
2. Board members should be able to commit themselves effectively to their responsibilities.
F. In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information.