This allows a suitable structure and process to be set in order to provide for proper organization and conduct of business which is based upon transparency, accountability, and the principles of fairness.
Good governance principles require independence, transparency and flexibility. The Board acknowledges the importance of Board structure and, as a consequence one of the Board's most important responsibilities is identifying, evaluating and selecting candidates for the Board of Directors.
The standing committees of the Board are the
- Executive Committee
- Audit Committee, and
- Nomination & Remuneration Committee.
The Board, upon recommendation of the Nomination & Remuneration Committee, will appoint committee members after consultation with the individual directors. The Nomination and Remuneration Committee is responsible for initially assessing whether a candidate would be an Independent Director.
The Members of the Board of Directors will be elected for a three-year renewable term. An elected member of the Board may be re-elected upon the expiry of his term of office.
t'azur will also ensure the Board of Directors will include at least two independent, non-executive members.
The Board will ensure that policies are in place that prohibit (or strictly limit) potential conflicts of interest in cases such as:
- Related party transactions
- Potential misuse of corporate assets
- Possible use of privileged information for personal advantage
A member of the Board or any manager may not have any interest, whether directly or indirectly, in transactions or contracts made for the account of
t'azur, except with an authorization of the General Meeting.
t'azur will also ensure that all directors must declare to the Board any personal interest, whether direct or indirect, he may have in matters brought before the Board. This declaration must be recorded in the minutes and the interested director may not participate in the debates or voting on the resolutions to be adopted in this respect.
In order to safeguard the interests of the stakeholders'
t'azur will ensure that the Board will oversee the process of disclosure and communications with external stakeholders. The Board will ensure that disclosures made by
t'azur are fair, transparent, comprehensive and timely and reflect the character of
t'azur and the nature, complexity and risks inherent in
t'azur's business activities.
t'azur will also ensure that the Board meets at least four times per year.
