Commissioners and Directors Charter
This Commissioners and Directors Charter is a corporate document that sets out terms of reference governing the working relationship between the Board of Commissioners and Board of Directors for the discharge of the duties and powers of both the Board of Commissioners and Board of Directors as Company organs, and of the individual commissioners and directors within the context of Good Corporate Governance.
The Charter is intended to be flexible, and in this regard the description of the duties and powers of the Board of Commissioners and Board of Directors may be arranged as agreed in accordance with need, circumstances and the development of the company. Such flexibility needs, however, to have regard to the rules and ethical business norms inherent in Good Corporate Governance.
With regard to Good Corporate Governance, in discharging the duties and powers in the manner described in this Charter, and in satisfying the needs of relevant stakeholders (shareholders, employees, customers, the public, regulators and suppliers), the Boards of Commissioners and Directors will at all times act and conduct themselves in accordance with the principles of Good Corporate Governance, namely, transparency, accountability, responsibility, independence, and reasonableness, and in line with the ethical standards prevailing in the Company. In addition, the Boards of Commissioners and Directors will comply with all of the provisions of the laws and regulations in effect, the Company’s Articles of Incorporation and Company bylaws, and hold environmental concerns in high regard.
The Boards of Commissioners and Directors will by their conduct uphold and set an example as regards compliance with such principles, ethical norms, values and rules in respect of all internal and external parties, and in discharging their duty of acting in the best interests of the Company.
Further, the Boards of Commissioners and Directors is responsible for maintaining the sustainability of Company operations in the long term. Accordingly, the Boards of Commissioners and Directors must have a uniformity of perception as regards the vision, mission, and values of the Company. (GCG Guidelines, National Governance Policy Committee (KNKG) 2006).