The duties and responsibilities of the Board of Directors follow from applicable laws and regulations linked to the status of Banks Holdings Limited (the 'Company') as a domestic, listed public company and internationally acceptable standards of good corporate governance as well as those duties and responsibilities generally agreed to and approved by the Board of Directors.
This mandate is intended to provide a general overview of the functioning of the Board and how the Board will discharge its statutory and regulatory duties and responsibilities.
Accountability
The Board of Directors is accountable to the shareholders of the Company and carries out its duties and responsibilities in the best interest of the Company, including shareholders, employees, creditors and stakeholders of the Company and the general public as a whole. The Board of Directors carries out its functions in consonance with:
1 Applicable legislation
2 The By-Laws of the Company
3 Regulatory requirements to which the Company is subject; and
4 High corporate governance and business ethics standards.
Mandate
The Board of Directors shall further the objectives of the Company by directing, supervising and otherwise reviewing and approving the stewardship of the Company, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal controls, in four broad areas as follows:
1 Senior Management Responsibility
2 Operational Effectiveness and Financial Reporting
3 Ethics, Integrity and Corporate Responsibility
4 Board Process/Effectiveness
Senior Management Responsibility
The Board of Directors shall further the objectives of the Company by directing, supervising and otherwise reviewing and approving the stewardship of the Company, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal controls, in four broad areas as follows:
1 Approve the appointment and remuneration of the Managing Director/Chief Executive Officer ("CEO") and monitor his performance;
2 Monitor the performance of the Executive Management Team as a whole and provide guidance and direction as necessary;
3 Take all reasonable steps to satisfy itself as to the integrity of the Managing Director/CEO and other Members of the Executive Management team;
4 Create, encourage and foster a corporate culture of integrity and corporate social responsibility throughout the Company;
5 Assume responsibility for succession planning, including policies for Managing Director/CEO selection and succession in the event of an emergency or the retirement of the Managing Director/CEO;
Operational Effectiveness and Financial Reporting
6 Direct and supervise the Company's strategic planning process and approve, on an annual basis, a strategic plan and financial objectives which take into account, among other things, the opportunities and risks of the business;
7 Identify the principal risks of the Company's business, and ensure the implementation of appropriate systems to manage these risks;
8 Oversee the design and effectiveness of internal controls and management information systems;
9 Make arrangements for the proper and effective functioning of the Board including such systems as are necessary to facilitate timely and effective input from Board Members and a continuing system of evaluation and training.
Ethics, Integrity and Corporate Responsibility
10 Approve and adopt a communication policy for the Company;
11 Approve and adopt measures for receiving feedback from stakeholders;
12 Approve and adopt a Code of Ethics for directors, officers, employees, contractors and consultants and ensure that an appropriate system for monitoring compliance with the Code is in place;
13 Approve and adopt a Corporate Responsibility Policy
Board Process/Effectiveness
14 Establish Director expectations and responsibilities, including basic duties and responsibilities with respect to attendance at Board Meetings and advance review of meeting materials;
15 Establish Director qualification standards;
16 Establish a system of orientation and continuing education for Directors with reference to the needs of the Company and the skill set of current and prospective Directors;
17 Facilitate Director access to Management and, as necessary and appropriate, independent advisors;
18 Recommend, through the appropriate processes, Director compensation, including principles for determining and reviewing the form and amount of Director compensation; and
19 Undertake an annual performance evaluation of the Board, Board Committees and individual Directors.
Banks Distribution Ltd.
