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What do governance practitioners do?
How does GPC membership ownership work? Can I transfer my membership to another individual? What are the annual dues? Industry Networking Opportunities: You will have the opportunity to engage with their colleagues and governance experts across Canada through our online membership directory, local pub nights, to larger events like our Annual Conference.
Corporate Governance | Turquoise Hill Resources
Delegates discuss key issues, exchange ideas, and come face-to-face with their colleagues and top service providers. Board materials relating to agenda items are provided to Board members in advance of meetings to allow the directors to prepare for discussion of matters at the meeting. At the expanded meeting, it also reviews senior management development and succession planning.
The directors have unrestricted access to management and corporate staff. The non-employee directors meet privately in executive sessions to review the performance of the CEO and to review recommendations of the Compensation Committee concerning compensation for the employee directors. The non-employee directors also meet as necessary, but at least twice a year, in executive session to consider such matters as they deem appropriate without management being present.
They are also provided with access to key management personnel to provide additional information, including significant issues currently facing the Company. Management will also maintain a program to keep directors up to date on legal, regulatory and other matters relevant to their positions as directors of a large publicly-held corporation. A director cannot sell any shares of Company stock until he or she attains such level of ownership and any sale thereafter cannot reduce the total number of holdings below the required share ownership level.
Directors are required to retain this minimum level of Company stock ownership until their resignation or retirement from the Board. At the beginning of each year, the CEO presents his or her performance objectives for the upcoming year to the non-employee directors for their approval. The non-employee directors use this performance evaluation in the course of their deliberations when considering the compensation of the CEO. Each non-employee director must retire at the annual general meeting immediately following his or her 75th birthday.
Directors who change the occupation they held when initially elected must offer to resign from the Board. At that time, the Corporate Governance and Nominating Committee reviews the continued appropriateness of Board membership under the new circumstances and makes a recommendation to the Board. Employee directors, including the CEO, must retire from the Board at the time of a change in their status as an officer of the Company, unless the policy is waived by the Board.
What do governance practitioners do?
With the goal of increasing the effectiveness of the Board of Directors and its relationship to management, the Corporate Governance and Nominating Committee assists the Board in evaluating its performance as a whole and the performance of its committees. Each Board committee is also responsible for conducting an annual evaluation of its performance.
The effectiveness and contributions of individual directors are considered each year when the directors stand for renomination. The CEO and other members of senior management must seek the approval of the Board or the Board committee to which this responsibility has been delegated , before accepting outside board memberships with for-profit entities. Non-employee directors must advise the Chairman of the Board and the Chair of the Corporate Governance and Nominating Committee if they are being considered for election or appointment to a board of directors of another publicly-held company.
It is the policy of the Board that non-executive directors may not serve on the board of more than four other publicly held companies without the prior approval of the Board of Directors, except that any new board members shall be given a reasonable transition period to come into compliance with the policy.
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The Board or a committee of the Board may seek legal or other expert advice from a source independent of management. Generally, this would be with the knowledge of the CEO. The Company will maintain a code of business conduct and ethics which will articulate for employees, shareholders, customers and suppliers the standards of conduct, including conflicts of interest matters, to which the Company expects to adhere. Please change your location to view this page. This page contains content that does not match your current location.
New to a board or committee? The fact sheet covers: role of a board or committee of management member legal obligations of board or committee of management members personal liability of board or committee of management members, and what board or committee of management members should know about their organisation. New to a board or committee. Board inductions - bringing on a new board member.
Duties Guide Cth. Payment of board members CTH.
Protections for board members of not-for-profit community organisations. Insolvency and your organisation CTH. Make an enquiry Our lawyers are experts in governance and not-for-profits. The wiki provides a range of resources on governance-related topics. Governance Institute of Australia - Not-for-profit resources. These resources for not-for-profit community organisations look at the relationship between a board or committee of management and management in not-for-profit organisations.
Our Community - Boards. The Boards section of the Our Community website includes information on governance issues in not-for-profit community organisations. This is a link to information about how to improve governance. Indigenous Governance Toolkit. This publication is aimed at for-profit companies and uses language like 'shareholders' not members but the key principles of good governance are useful for not-for-profit organisations.
It provides a useful general model, although it needs to be adapted for each organisations individual circumstances. The Department of Planning and Community Development have produced this resource which is intended to be particularly useful for those who have not governed such facilities in the past. It covers facility vision and type; size and catchment; governing bodies; facility maintenance; and operations and integration. Popular content General.