ANSA McAL LIMITED BOARD OF DIRECTORS CHARTER
AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
ANSA McAL LIMITED BOARD OF DIRECTORS CHARTER
I.
INTRODUCTION The Board of Directors (the “Board”) of ANSA McAL Limited (the “Company”) has adopted this Charter to promote the effective functioning of the Board and to assist the Board in fulfilling its responsibilities. This Charter, its related board policies and Committee Charters comprise the Corporate Governance Framework for the Company, together, the documents encapsulate the principles and best practices that the Board will follow in carrying out its responsibilities. This Governance Framework will be reviewed by the Governance Nominating and Remuneration Committee from time to time to ensure that it effectively promotes the best interests of both the Company and its shareholders and other stakeholders and that it complies with all applicable laws and regulations.
II.
ROLE OF THE BOARD The role of the Board is to oversee the Company’s Management and to ensure the long-term value of the Company for its shareholders. The Board recognizes that the long-term interests of shareholders is served by taking into account the interests of other stakeholders and interested parties including employees, customers, suppliers and the communities in which the Company’s businesses operate.
III.
RESPONSIBILTIES OF THE BOARD The main responsibilities of the Board are: 1. Selecting, evaluating and compensating the Group Chief Executive Officer. 2. Reviewing, monitoring and approving significant financial and business strategies and major corporate policies; 3. Reviewing and Approving the overall Corporate Strategy of the Company; 4. Assessing major risks facing the Company and reviewing for mitigation strategies; 5. Ensuring that processes are in place for maintaining the sustainability, integrity of the Company, its financial statements and compliance with all laws and ethical standards of business; and 6. Overseeing the Company’s Management succession plans. The Board delegates to the Group Chief Executive Officer the general management, supervision and control of the business and general affairs of the Company, including the execution of Board directives and resolutions. The Board also delegates to the Group Chief Executive Officer the formulation and implementation of the Company’s overall Corporate strategy as approved by the Board.
AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
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IV.
DIRECTOR QUALIFICATION STANDARDS A. Selection of Directors 1. The Governance Nominating and Remuneration Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. 2. In nominating candidates to serve as directors, the Board’s objective, with the assistance of the Governance Nominating and Remuneration Committee, is to select individuals with skills and experience that can be of assistance to Management in operating the Company’s businesses and to achieving the Company’s overall strategic objectives. 3. When evaluating the recommendations of the Governance Nominating and Remuneration Committee, the Board should consider whether individual directors possess the following personal characteristics: integrity, informed judgment, financial literacy, mature confidence and high-performance standards. 4. The Board should comprise directors with diverse backgrounds, experiences, and perspectives to enrichen the dialogue and decision-making in the board room and contribute to overall Board effectiveness. The Board as a whole should possess all of the following core competencies, with each candidate contributing knowledge, experience and skills in at least one domain: accounting and finance, business judgment, management, industry knowledge, leadership, strategy/vision and entrepreneurship. The Board should monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board has the necessary tools to perform its oversight function effectively in light of the Company’s business, strategy and structure.
B. Independent Directors To increase the quality of the Board’s oversight and to lessen the possibility of damaging conflicts of interest, the Board shall have at least 50 percent of “independent directors,” as defined by the Board from time to time, by law applicable to the Company or by any rule or regulation of any other regulatory body applicable to the Company.
C. Board Determination of Independence The Board will establish a policy for the standards of Director independence and will make an affirmative determination at least annually as to the independence of each director. No director will be considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
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V.
DIRECTOR RESPONSIBILITIES A. Board Meetings 1. The Board shall meet as frequently as needed for directors to discharge properly their responsibilities. Without limiting the foregoing, the Board shall hold at least six (6) regular meetings per year of which four (4) should coincide with the release to the public of the Company’s audited and unaudited consolidated financial statements. The Board may hold special meetings as required. 2. Every effort should be made to schedule meetings sufficiently in advance to ensure maximum attendance at each meeting. All directors are expected to participate, whether telephonically or in person, in all Board meetings, review relevant materials, serve on Board committees, and prepare appropriately for meetings and for discussions with Management. 3. Each director is expected to devote the time and attention necessary to properly discharge his or her responsibilities as director. The time commitment of directors who have executive responsibilities or serve on the boards of other companies will be reviewed annually.
B. Conduct of Meetings 1. Board meetings shall be run by the Chairperson of the Board and shall be conducted in a manner that ensures open communication, meaningful participation and timely resolution of issues. 2. Every year, the Board shall agree a schedule of key areas of discussion by the Board for the upcoming year after considering key issues facing the Company and the strategic objectives approved by the Board. In that context the Chairman of the Board shall finalise the agenda for each meeting for the following year. All directors should be given the opportunity to raise items for consideration to be placed on the agenda. 3. Management and any committees of the Board should provide directors with materials concerning matters to be acted upon at least five (5) days in advance of the applicable meeting. Directors should review such materials carefully prior to the applicable meeting.
VI.
BOARDS OF SUBSIDIARY COMPANIES The Company has a number of subsidiary companies, both wholly owned and partly owned by the Company. All appointments to the boards of subsidiaries are to be approved by the Governance, Nominating and Remuneration Committee.
AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
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In relation to wholly owned subsidiaries, and subject to the laws governing them: i. The policies of the Company shall be the policies of the subsidiary; ii. The governance standards adopted by the Company will be the governance standards of the subsidiary; iii. The subsidiary boards shall not have authority to act, without the consent of the Board in relation to: a. Capital raising and capital movements; b. Significant financial transactions; c. Approval of capital expenditure; d. Major project prioritization; e. Ability to initiate litigation; f. Appointment, remuneration, and termination of the Chief Executive Officer/Managing Director of the subsidiary; g. Power to dispose of business and major assets; h. Remuneration of directors; and i. Any other matter that significantly affects the rights of the Company as the sole legal or beneficial shareholder. Application of these principles may differ among subsidiaries. In relation to partly-owned and/or publicly owned subsidiaries, the same objectives and policies will apply, subject always to: a. the rights of other shareholders; b. the terms of applicable Shareholder Agreements; and c. all laws and regulations applicable to these subsidiaries.
VII. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS A. Board Access to Management Directors shall have complete access to the Company’s Management in order to become and remain informed about the Company’s business and for such other purposes as may be helpful to the Board in fulfilling its responsibilities. Directors are expected to use judgment to be sure that this contact is not distracting to the business operations of the Company and shall schedule all meetings with Management through the office of the Company Secretary. The Company Secretary will ensure that that the Group Chief Executive Officer is appropriately informed of significant contacts between the Board members and Management. B. Director Access to Independent Advisors 1. The Board shall, at the Company’s expense, have the autonomy to retain such outside professionals to act as advisors to the Board and/or Management as may be deemed necessary or appropriate in the discharge of their duties. 2. Board committees may wish to retain their own outside counsel, consultants and other professionals to advise them in the discharge of their duties. The parameters for any such retention shall be set forth in the respective committee charters. AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
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C. Funding for Committee Advisors 1. The Company shall provide appropriate funding as determined by the Board, for payment of compensation: (i) to the independent registered accounting firm employed by the Company for the purposes of rendering an audit report; and (ii) to any other advisers employed, engaged or supervised by the Audit Committee. 2. The Company shall provide appropriate funding as determined by the Board to any Board committee which is permitted under its charter to employ outside advisors, to any advisers employed by such committees.
VIII. DIRECTOR COMPENSATION The Board, with the assistance of the Governance Nominating and Remuneration Committee, shall review every three (3) years director compensation (including any additional compensation for the Chairperson, committee members and committee chairpersons). The Governance Nominating and Remuneration Committee shall recommend compensation that is appropriate for a company of the complexity and size of the Company.
IX.
DIRECTOR ORIENTATION AND CONTINUING EDUCATION A. Orientation 1. The Company shall make available an orientation programme for all newly elected directors so that they may be fully informed as to their responsibilities and the means at their disposal for the effective discharge of such responsibilities. 2. The new directors shall be introduced to such Management and other personnel, as well as representatives of the Company’s outside accounting and other advisors, as is appropriate to familiarize them with the resources available to them.
B. Continuing Education Each director shall be entitled to attend any continuing education programme for directors approved by the Governance Nominating and Remuneration Committee at the Company’s expense.
X.
ANNUAL PERFORMANCE EVALUATIONS A. Board Evaluation 1. There shall be an annual evaluation of the effectiveness of the Board and its AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
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committees. The purpose of this evaluation is to increase the effectiveness of the Board as a whole, and specifically review areas in which the Board and/or Management believes a better contribution could be made from the Board. 2. The Governance Nominating and Remuneration Committee shall oversee policies, principles and procedures for such evaluation. 3. In addition to other matters as determined by the Governance Nominating and Remuneration Committee, the evaluations should address: fiduciary oversight; Board governance and process; strategic planning and business decisions; and financial matters. B. Evaluation of Board Committees Each committee of the Board should conduct a self-evaluation at least annually and report the results to the Board, acting through the Governance Nominating and Remuneration Committee. Each committee’s evaluation must compare the performance of the committee with the requirements of its written charter.
XI.
BOARD COMMITTEES The Board shall have an Audit Committee and a Governance Nominating and Remuneration Committee. The Board may have such additional committees as the Board determines in order to assist in the fulfillment of its duties. Each Committee shall have a written charter reviewed annually by the Governance Nominating and Remuneration Committee and approved by the Board. The Chairman of each Committee shall report on the Committee’s actions or any significant issues considered by the Committee.
XI.
CONFLICTS OF INTEREST Directors of the Company are expected to adhere to the Company’s Code of Ethics and Conduct at all times. Directors shall be held to the exact standard of care in relation to conflicts of interest as detailed by sections 93 and 94 of the Companies Act1. A director shall inform all other directors of any conflict which exists in relation to any transaction and/or any decision concerning any transaction which is before the Board. Any director joining the Board with interest in a transaction on which the Board must make a decision shall inform all other directors of such conflict at the first meeting which he/she attends. Any conflict which arises for a director after a transaction is put to the Board for decision must be immediately disclosed by the director with the conflict at the first meeting after such conflict arises. Any director with a conflict of interest shall, upon disclosing same to the other directors, recuse themselves from the deliberations and voting on such transaction.
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Act No. 35 of 1995 of Trinidad and Tobago, Chap.81:01; Section 93 & 94.
AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
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The existence of the conflict of interest will be reported in the minutes of the meeting of the Board. If a decision concerning a particular transaction is not to be taken by the Board but by another body, the director with the conflict of interest must inform the Chairman of this fact in advance of the decision, or immediately as the director becomes aware of the conflict.
AMENDED BY THE BOARD OF DIRECTORS ON MAY 13, 2020 APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020
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