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19.
Directors should keep their absences to the bare minimum. Absences should be quantified in the
Annual Corporate Governance Report. When directors have no choice but to delegate their vote, they
shouldprovide instructions.
Seeheadings:
C.1.28, C.1.29andC.1.30
Complies
20.
Whendirectorsor theCompany Secretary express concerns about proposals or, in the caseof directors,
about the Company's performance, and such concerns are not resolved at the meeting, the person
expressing themmay request theybe recorded in theminutes.
Complies
21.
TheplenaryBoardmeeting shouldevaluate the followingpointsona yearlybasis:
a)
Thequalityandefficient functioningof theBoard;
b)
Based on a report submitted by the Appointments Committee, the performance of their
functionsby theChairmanof theBoardand theCompany'sCEO;
c)
The functioning of its Committees on the basis of the reports furnished by such
Committees.
Seeheadings:
C.1.19andC.1.20
Complies
22.
All directors shouldbe able to exercise their right to receive any additional information they requireon
matters within the Board's competence. Unless the Articles of Association or Board of Directors'
Regulations indicateotherwise, such requests shouldbe addressed to theChairmanor Secretary to the
Board.
Seeheading:
C.1.41
Complies
23.
All directors shouldbeentitled toobtain from theCompany theexact advice theyneed toperform their
duties. The Company should provide suitable channels for the exercise of this right. Under special
circumstances, it could includeexternal assistanceat theCompany's expense.
Seeheading:
C.1.40
Complies
24.
Companies should organize induction programs for new directors to acquaint them rapidly and
adequatelywith theworkings of theCompany and its corporate governance rules. Directors shouldalso
beoffered refresher programswhen circumstances soadvise.
Complies
25.
Companies should require their directors todevote sufficient time andeffort toperforming their duties
effectively, and, as such:
a)
The directorsmust inform theAppointments Committee of their other professional obligations, in
case these interfere with thededication required toperform their duties;
b)
Companies should lay down rules about the number of directorships their Boardmembers
canhold.
Seeheadings:
C.1.12, C.1.13andC.1.17
Compliespartially
