Setting up a corporate governance structure Last Updated: A good structure will allow you to ensure that the start-up of your business occurs smoothly, with minimal confusion about responsibilities.
In its efforts to achieve this goal, the Board monitors the Company's performance. The Company's management is responsible to conduct the Company's business and affairs under the Board's oversight.
Any Director who is unable to attend a meeting is expected to notify the Chairman of the Board or, as applicable, the Chairman of the appropriate committee and the Company's Secretary in advance of such meeting. Directors are expected to review in advance any meeting materials distributed before the applicable Board and committee meetings and, when possible, should communicate to the Company's Secretary in advance of meetings any question or concern that they wish to discuss so that management will be prepared to address the same before or during the meeting.
The Board currently believes that it should generally have no fewer than 5 and no more than 15 Directors, with the optimum size generally being about 8 to 12 members.
Board Guidelines for Assessing Director Independence. If the Board determines, in its discretion, to have a majority of independent Directors, and in all cases as respects Audit Committee members, the Board will review annually whether each "independent" Director satisfies or continues to satisfy applicable criteria for independence.
The Board has adopted the Revlon, Inc. Board Guidelines for Assessing Director Independence as categorical standards to assist it in making such determinations, a printable copy of which is available on www.
The Board will periodically review the Revlon, Inc. Board Guidelines for Assessing Director Independence and consider changes, if any. The Board does not generally favor term limits for Directors.
Therefore, the Board or any committee as the Board may designate from time to time would generally review each Director's continuation on the Board annually to, among other things, allow each Director a convenient opportunity to confirm his or her desire to continue as a Board member.
The Board may from time to time adopt retirement age guidelines. Directors Changing Job Responsibilities. The Board currently expects each Director to notify the Chairman of the Board upon a change in his or her business position.
Notification of Other Board Memberships. The Board will have at all times an Audit Committee, and may, but is not required to, also maintain a Compensation Committee. The Board may want, from time to time, to form a new committee or disband a current committee depending on the circumstances.
Additionally, the Board may determine to form ad hoc committees from time to time, and determine the composition and responsibilities of such committees.
Selection of Agenda Items. Thereafter, the Chairman of the Board, in consultation with the Chief Executive Officer, and the Company's Secretary, may adjust the Master Agenda during the year to include items not contemplated during the initial preparation of the Master Agenda.
Upon completion, the Master Agenda should be provided to the entire Board. Each Board member may suggest items for inclusion on such agenda, and may raise at any Board meeting appropriate and relevant business subjects that are not on the agenda for that meeting.
The Company's independent Directors will meet in executive session without anyone else present at least once per year. The non-management Directors' and independent Directors' meeting may be a single combined meeting, if the non-management Directors are comprised entirely of independent Directors.
A non-management Director will preside over each non-management executive session of the Board, and an independent Director will preside over each independent executive session of the Board, although the same Director is not required to preside at all such non-management or independent executive sessions.
To facilitate an ongoing dialogue among the Chief Executive Officer, other members of the Company's management and other Board members, members of senior management who are not Directors may from time to time be invited to participate in Board and Committee meetings when appropriate.
Absent special circumstances, the Board will endeavor to hold at least 4 to 6 meetings per year. Each Director is expected to comply with the terms of the Company's Code of Conduct and Business Ethics, as in effect from time to time, including, without limitation, its Conflicts of Interest Policy.
The Board, or one of its committees, is responsible for overseeing the implementation and effectiveness of the Company's Code of Conduct and Business Ethics and the Company's comprehensive compliance and ethics program as embodied in the Code of Conduct and Business Ethics, including receiving periodic assessments of its effectiveness from the Company's Chief Compliance Officer.
A Director who is also an officer of the Company or of any of its affiliates will not receive additional compensation for service as a Director. The Company believes that the form and amount of compensation for non-employee Directors should be competitive with that applicable to directors of similar companies.
The Board or such other committee as the Board may designate from time to time will oversee the evaluation of the Board's and all of its committees' performance on a periodic basis, including conducting self-evaluations of the Board and its committees, in such manner as the Board considers appropriate from time to time.
Access to Officers, Employees and Independent Advisors. Board members who wish to have access to other members of management should coordinate such access through the Company's Chief Executive Officer or the Company's Secretary. Selection and Evaluation of the Chief Executive Officer.The governance plan is a business document, its primary audience being the business (content) owners of your SharePoint sites and the users who produce and consume the content on those sites.
Because all users can effectively produce content in SharePoint via social tags and ratings (if you allow these in your solution), everyone in the. the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.
(c) The majority of the Board is comprised of non-executive Directors. Creating corporate governance policies and procedures for your business can help you improve operating efficiency, prevent fraud, reduce errors, decrease your legal exposure and help increase your.
Corporate Governance Structure Decision Making, Business Execution, and Audits. Transparency and the speed of decision-making are improved through deliberations between directors who are well versed in the Company's business and outside directors who maintain a high degree of independence. Direct Unit Purchase Plan; Corporate Governance.
Governance Principles; Code of Ethics and Business Principles (PDF) Management; Management; Corporate Governance. Governance Principles; Corporate Governance. Governance Principles; Code of Ethics and Business Conduct; Management; Audit Committee Charter (pdf) Compensation Committee Charter.
In this role he had corporate oversight of the Baking Products, Big G Cereals, Meals, Pillsbury USA, Small Planet Foods, Snacks, and Yoplait divisions.
During Harmening's leadership of the U.S. Retail business, the company greatly expanded its position in the natural and organic segment, including the acquisition of Annie's and EPIC Provisions.