董事会章程英文版(BOD Handbook).ppt
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1、THE XXXX BOD HandbookAdopted by the Board of Directors 22 February 202107123456 Executive Management Team27Independence and Confidentiality PageXXXX BOD Handbook Structure2The Shareholders Meeting and Nominations Committee5The XXXX Board Of Directors9Committees of the XXXX Board4.1 Audit Committee15
2、4.2 Compensation Committee184.3 Product and Investment Committee20Delegated authorities for the Chief Executive Officer2224Contents1XXXX BOD Handbook Structure1.1 Purpose of this documentThe purpose of this document is to define XXXX s BOD Handbook structure.This document is intended to be the basic
3、 guiding document for XXXX s governance.This document has been prepared on the basis that it reflects the way the Shareholder wants XXXX s business(“XXXX business)to operate and supports the XXXX business move to operating as a standalone business.In this document the XXXX Business also includes aff
4、iliated companies to XXXX Corporation,such as XXXXs China operations and XXXX North America as well as the services to be performed for the parent company Geely Sweden AB.This document will be effective after the contents have been agreed with the shareholders and approved by the XXXX Board of Direc
5、tors.It can be amended from time to time subject to Board approval.Once the document has been approved the changes will be embedded into the XXXX business systems and Delegated authorities.Should this document conflict with the Regulations for the work of the Board of Directors,this document shall p
6、revail.This document shall be reviewed annually and re-approved at the statutory meeting of the XXXX Board each year.1.2 XXXX BOD HandbookThe XXXX Business has a corporate governance structure that follows a three-tier hierarchical approach;the Shareholders meeting;the XXXX Board of Directors(which
7、is the same as the“XXXX Board)and its Committees and the Chief Executive Officer(CEO).The CEO will be entrusted with powers according to this BOD Handbook structure and the Companies Act.This Governance structure has been established to support the running of the XXXX business as a standalone busine
8、ss,to enhance the XXXX brand in key markets and to follow the requirements under law.The Shareholder and the XXXX Board wish this governance structure to follow the and European codes on corporate governance whilst acknowledging that as a private company it is not required to do so.The legal require
9、ments in the Companies Act will be adhered to.1.3 Governance StructureExecutive Management Team(EMT)XXXX Board of DirectorsAudit CommitteeBoard Nominations CommitteeShareholders MeetingCompensation CommitteeProduct and Investment CommitteeCEO23XXXX BOD Handbook Structure1.4 Three-tier Governance Str
10、ucturelThe Shareholders Meeting is the highest body of a Company.The obligations of the Shareholders Meeting are outlined in the Companies Act and XXXX Articles of Association.lThe XXXX Board is responsible for the long term growth and sustainability of the XXXX business worldwide.lThe XXXX Boards p
11、rimary role is to approve the strategic direction,mergers and acquisitions,raising of capital,settings values and standards and monitoring risks as further detailed below and in the Regulations for the work of the Board of Directors to ensure that the XXXX business meets its external requirements an
12、d its obligations to the Shareholders.lThe XXXX Board has three Committees which perform and report on matters that are delegated to them by the XXXX Board or outlined in the Regulations for the work of the Board of Directors.lThe Shareholders Meeting has a Nomination Committee which is responsible
13、for proposing the nomination and remuneration of the XXXX Board Directors.Contents123456 Executive Management Team27Independence and Confidentiality PageXXXX BOD Handbook Structure2The Shareholders Meeting and Nominations CommitteeThe XXXX Board of Directors 9Committees of the XXXX Board4.1 Audit Co
14、mmittee154.2 Compensation Committee184.3 Product and Investment Committee20Delegated authorities for the Chief Executive Officer22247542.1 Terms of reference Shareholders MeetingPurposelThe Shareholders Meeting takes the decisions outlined in the Companies Act and the Articles of Association such as
15、 approval of annual accounts,election of members to the Board of Directors,distribution of dividends and amendments to the Articles of Association.lXXXX Board Directors and the Statutory Auditor are invited to present any relevant matters to the Shareholder and answer any queries that may arise.Meet
16、ings and votinglThe annual Shareholders meeting shall be held within six months of the end of the financial year.lShareholders will vote based on the number of shares held.lA Shareholder may call an extraordinary Shareholders Meeting at any time subject to the notice period below.lAn extraordinary S
17、hareholders meeting may also be requested by the Board or the Statutory Auditor.Notice of meetingslThe Shareholders meeting shall be called by the Board of Directors.lNotice of each meeting to confirm the venue,timing and agenda should be issued no earlier than 6 weeks and no later than two weeks pr
18、ior to the meeting as detailed in the Articles of Association.Documentation and agendalThe minutes from Shareholders meetings should be recorded in and English and be kept at the XXXX Corporations headquarters.The Shareholders MeetingTerms of reference5The Shareholders MeetingSchedule of Matters2.2
19、Matters of the Annual Shareholders MeetinglThe following matters shall be dealt with at the Annual General Meeting:1.Election of a chairman for the meeting.2.Drawing up and verification of the voting list.3.Approval of the agenda.4.Election of one or two persons to verify and sign the minutes togeth
20、er with thechairman.5.Consideration of whether the meeting has been duly convened.6.Presentation of the annual report and audit report and,if the Company is a parentcompany,the consolidated accounts and an audit report for the group.7.A decision regarding adoption of the Income Statement and Balance
21、 Sheet and,if the Company is a parent company,the Consolidated Income Statement and Consolidated Balance Sheet.8.A decision regarding appropriation of the Companys profit or loss according to the adopted Balance Sheet with,where applicable,observance of the profit or loss according to the adopted Co
22、nsolidated Balance Sheet.9.A decision regarding discharge of the members of the Board and the CEO from liability.10.Determination of the number of Board members and,where applicable,auditors.11.Determination of fees for the Board of Directors and,where applicable,the auditor.12.Election of the Board
23、 of Directors and,where applicable,the auditor(s).13.Other matters that have been referred to the Meeting pursuant to the Companies Act or the Articles of Association.2.3 The following additional matters shall be subject to the decision of the Shareholders Meeting1.Review and approval of remuneratio
24、n policy and compensation packages for members of the XXXX Board;2.Appraising the XXXX Board and its Committees performance annually.3.Approving changes to the Articles of Association.4.Election of members to the Nomination Committee.6Nominations Committee Terms of Reference2.4 Terms of reference No
25、minations CommitteelThese terms of references set out the composition,duties and the procedures of the Nominations Committee.Purpose and dutieslThe purpose of the Nominations Committee is to:-Establish a framework for nominating members of the XXXX Board including Chairman and Vice Chairman;and-Esta
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