The Board of Fatherland
Fatherland Global Corporation (“the Company” or “Fatherland”) is headed by a Board of Directors (“the Board”) that governs, directs, and controls its affairs. The Board is guided by the Board Charter (“Charter”) which sets out the functions, roles, and responsibilities of the Board collectively; and the functions, duties, and responsibilities of each officer of the Board.
APPOINTMENT TO THE BOARD
The Company’s procedure for the appointment to the Board is viewed as a vital component of institutionalizing corporate governance best standards. The procedure is formal and transparent. This plays an essential role in determining the composition, size, balance, and quality of the Board.
It is the responsibility of the Nomination and Governance Committees to review and recommend potential new directors, after consideration of the current and future needs of the Company.
It is the Board’s policy to keep the positions of the Chairman and the Chief Executive Officer separate and held by different individuals. This is to avoid over-concentration of powers in one individual which may rob the Board of the required checks and balances in the discharge of its duties.
New appointments to the Board will be made after consultation with the NC in line with corporate governance best practices.
Subject to satisfactory performance and the provisions of the statutes, directors shall offer themselves for re-election at regular intervals at least annually. In order to guide the decision of shareholders, names and sufficient biographical details of directors nominated for re-election shall be accompanied by performance evaluation results and any other relevant information.
Non-Executive Directors shall serve for a defined period on the Board. Consequently, it is necessary to reinforce the Board by continually injecting new energy, fresh ideas, and perspectives. The board shall ensure the periodic appointment of new directors to replace existing non-executive directors.
The tenure of the MD/CEO shall not exceed two (2) terms of three (3) years each consecutively. However, he may be appointed at other times as may be decided by the Board.
The tenure of the executive director other than the MD/CEO shall not exceed two (2) terms of two (2) years each.
The Board shall determine the extent to which its duties and responsibilities shall be undertaken through committees and delegate certain functions and responsibilities to the various Board Committees. Membership of Board Committees shall be reviewed and reconstituted, at most, every three (3) years.
A Charter shall be established and approved for each committee of the Board. The Board shall clearly state the terms of reference and composition of such committee. At least annually, each charter shall be reviewed by the Nomination Committee and any suggested amendments brought to the Board for consideration and approval.
The Board shall determine the number and composition of each committee, ensuring that each includes directors with relevant skills and competencies and that its members can devote sufficient time to the Committee’s work.
The Board shall establish the following Committees:
The audit committee (Committee) was constituted as a committee of the board of directors (board) of Fatherland(Company) at a full meeting of the board in accordance with the articles of association of the Company. The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference. The Committee may sub-delegate any or all of its powers and authority as it thinks fit, including, without limitation, the establishment of sub-committees which are to report back to the Committee.
The role of the Committee is to assist the board in fulfilling its oversight responsibilities by reviewing and monitoring: The integrity of the financial and narrative statements and other financial information provided to shareholders.
The Company’s system of internal controls and risk management.
The internal and external audit process and auditors.
The process[es] for compliance with laws, regulations and ethical codes of practice.
The Committee shall have oversight of the Company and its subsidiaries (Group) as a whole and (unless required otherwise by regulation) carry out the following duties for the Group as appropriate in respect of: Fatherland’s financial statements; risk management and internal control arrangements; compliance with legal and regulatory requirements; the performance, qualifications and independence of the external auditors; the policy on work that can and cannot be performed by the external auditors and the compliance thereof; and the performance of the internal audit function.
The Nominating and Corporate Governance Committee comprises a minimum of three and majority of whom shall be Independent Non-Executive Directors in accordance with the articles of association of the Company. The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference. The role of the Committee is to:
Ensure that there is a formal, rigorous, and transparent procedure for appointments to the board.
Lead the process for appointments and make recommendations to the board.
Assist the board in ensuring its composition is regularly reviewed and refreshed, taking into account the length of service of the board as a whole, so that it is effective and able to operate in the best interests of shareholders.
Ensure plans are in place for orderly succession to positions on the board and as regards the executive committee and senior management.
Oversee the development of a diverse pipeline for succession.
Work and liaise with other board committees, as appropriate (including the remuneration committee in respect of any remuneration package to be offered to any new appointee of the board) and ensure that the interaction between committees and between the Committee and the board is reviewed regularly.
1. Remuneration and Compensation Committee
The remuneration and compensation committee comprise a minimum of three Non-Executive Directors. The committee reviews the remuneration of the Executive and Non-Executive Directors and Fatherland Leadership Executive. It also has responsibility for the design and terms of executive and all employee share-based incentive plans and the remuneration policy for the fatherland Leadership Executive and Senior Corporate Executives. The committee is also concerned with the performance evaluation of the fatherland Leadership Executive. The remuneration of the senior independent director and non-executive directors of the board shall be determined by the chair and the executive directors to be decided at a meeting of the board to be determined within the limits set in the Company’s articles of association. No director shall be involved in any decisions as to their remuneration.
2. Risk Management Committee
The risk management committee comprises a minimum of three Non-Executive Directors. The committee reviews assist the board in fulfilling its oversight responsibilities by reviewing and monitoring, subject to overlap with the audit committee: The Company’s attitude to and appetite for risk and its future risk strategy. How risk is reported both internally and externally. The Company’s system of internal controls and risk management. How risk is reported both internally and externally. The process for compliance with laws, regulations, and ethical codes of practice and prevention of fraud.