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CORPORATE GOVERNANCE POLICIES AND PROCEDURES MANUAL
Effective governance is the foundation of Zylus Group International (“Zylus” or the “Company”) performance and long-term sustainability as a Pan-African International recognized ‘Real Estate Company of the Year – 2020’.
This Corporate Governance Manual and the policies contained herein document Zylus’s obligations, expectations and intentions. These are reinforced regularly at all levels of the Company.
About us
Who we are
Zylus; A privately owned and internationally recognized business capital organization in Nigeria with Interest in Real Estate Investment, Property Sale, Human Capital Development, Agriculture, Property Valuation, Infrastructure, General Construction and more. Zylus Group International Is A Corporate Entity Registered Under The Companies And Allied Matters Act, Cap. C20, LFN, 2004.
Property Sale
Property Valuation
Human Capital Developmemnt
Real Estate Investment
Our Mision and vison
- Vision Statement: “To build a conglomerate that stands the test of time, generate high and long term returns on Investment to all stakeholders and provides a great working environment for all”.
- Mission Statement: “To operate an entity where integrity, professionalism and innovation are greatly emphasized while ensuring excellent service delivery and increased investors return through research”.
- Core Values: ‘……..Integrity, Excellence service delivery, Passion and Professionalism, Competence and dynamism, Creativity and innovation’.
What We do
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The Board of Directors (the “Board”) of Zylus Group Intl. (“Zylus” or the “Company”) has adopted these Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities. The Board may modify or make exceptions to the Guidelines from time to time in its discretion and consistent with the duties and responsibilities owed to the Company and its shareholders/stakeholders.
Study Nature, Love Nature
The principal responsibility of the directors is to oversee the management of the Company in the best interests of the Company and its shareholders/stakeholders. This responsibility requires that the directors attend to the following:
- review and approve on a regular basis, and as the need arises, fundamental operating, financial, and other strategic corporate plans which take into account, among other things, the opportunities and risks of the business;
- evaluate the performance of the Company, including the appropriate use of corporate resources;
iii. evaluate the performance of, and oversee the progress and development of, senior management and take appropriate action, such as promotion, change in responsibility and termination;
- implement senior management succession plans;
- evaluate the Company’s compensation programs;
- establish a corporate environment that promotes timely and effective disclosure (including appropriate controls), fiscal accountability, high ethical standards and compliance with applicable laws and industry and community standards;
vii. oversee the Company’s auditing and financial reporting functions; viii. evaluate the Company’s systems and business to identify and manage the risks faced by the Company;
- evaluate insurance programs and approve insurance policy limits; x. review and decide upon material transactions and commitments; xi. develop a corporate governance structure that allows and encourages the Board to fulfill its responsibilities;
xii. Provide assistance to the Company’s senior management, including guidance on those matters that require Board involvement; and
xiii. Evaluate the overall effectiveness of the Board and its committees.
FAQ
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The principal responsibility of the directors is to oversee the management of the Company in the best interests of the Company and its shareholders/stakeholders. This responsibility requires that the directors attend to the following:
- review and approve on a regular basis, and as the need arises, fundamental operating, financial, and other strategic corporate plans which take into account, among other things, the opportunities and risks of the business;
- evaluate the performance of the Company, including the appropriate use of corporate resources;
iii. evaluate the performance of, and oversee the progress and development of, senior management and take appropriate action, such as promotion, change in responsibility and termination;
- implement senior management succession plans;
- evaluate the Company’s compensation programs;
- establish a corporate environment that promotes timely and effective disclosure (including appropriate controls), fiscal accountability, high ethical standards and compliance with applicable laws and industry and community standards;
vii. oversee the Company’s auditing and financial reporting functions; viii. evaluate the Company’s systems and business to identify and manage the risks faced by the Company;
- evaluate insurance programs and approve insurance policy limits; x. review and decide upon material transactions and commitments; xi. develop a corporate governance structure that allows and encourages the Board to fulfill its responsibilities;
xii. Provide assistance to the Company’s senior management, including guidance on those matters that require Board involvement; and
xiii. Evaluate the overall effectiveness of the Board and its committees.
In discharging their fiduciary duties of care, loyalty and candour, directors are expected to exercise their business judgment to act in what they reasonably and honestly believe to be the best interests of the Company and its shareholders/stakeholders are free from personal interests. In discharging their duties, the directors normally are entitled to rely on the Company’s senior executives, other employees believed to be responsible, and its outside advisors, auditors, and legal counsel, but also should consider second opinions where circumstances warrant.
Directors are responsible for determining that effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Company. Directors should also provide for periodic reviews of the integrity of the Company’s internal controls and management information systems.
Directors are responsible for determining that effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Company. Directors should also provide for periodic reviews of the integrity of the Company’s internal controls and management information systems.
Directors are responsible for adequately preparing for and attending Board meetings and meetings of committees on which they serve. They must devote the time needed, and meet as frequently as necessary, to properly discharge their responsibilities.
The directors are entitled to Company-provided indemnification through corporate articles and by-laws, corporate statutes, indemnity agreements and, when available on reasonable terms, directors’ and officers’ liability insurance.
Director Qualification Standards
The Board will ensure that it has at all times at least the minimum number of directors who meet applicable standards of director independence. For members of the Audit Committee, director independence is to be determined in accordance with legal independence standards applicable to the Company’s Audit Committee. For other purposes, the Board will, from time to time, establish independence standards that (i) comply with applicable legal requirements and (ii) are designed to ensure that the director does not have, directly or indirectly, a financial, legal or other relationship that, in the Board’s judgment, would reasonably interfere with the exercise of independent judgment in carrying out the responsibilities of the director.
The Board believes that a Board comprised of ‘five to eight members’ is an appropriate size given the Company’s present circumstances. The Board also will consider the competencies and skills that the Board, as a whole, should possess and the competencies and skills of each director.
The Board does not believe that its members should be prohibited or discouraged from serving on boards of other organizations, and the Board does not propose any specific policies limiting such activities, providing they do not reduce a director’s effectiveness or result in a continuing conflict of interest. However, the Compensation, Nominating and Governance Committee should take into account the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual directors and in making its recommendations.
The Board does not believe it should establish director term or age limits. Such limits could result in the loss of directors who have been able to develop, over a period of time, significant insight into the Company and its operations and an institutional memory that benefits the Board as well as management.
As an alternative to term and age limits, the Compensation, Nominating and Governance Committee will review each director’s continuation on the Board annually. This will allow each director the opportunity to confirm his or her desire to continue as a member of the Board and allow the Company to replace directors where, upon recommendation of the Compensation, Nominating and Governance Committee, the Board makes a determination in that regard.
The Board will select a Chairperson of the Board in a manner and upon the criteria that the Board deems appropriate at the time of selection. The Board believes the offices of Chairperson of the Board and Chief Executive Officer (the “CEO”) should not be held by the same person.
At any time when the Chairperson of the Board is not independent, the independent directors will select an independent director to carry out the functions of a lead director. This person will Chair regular meetings of the independent directors and assume other responsibilities which the independent directors and the Board as a whole have designated.
Except where the Company is legally required by contract, law or otherwise to provide third parties with the right to nominate directors, the Compensation, Nominating and Governance Committee will be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, (ii) recommending to the Board the persons to be nominated for election as directors at any meeting of shareholders/stakeholders and (iii) recommending to the Board persons
to be elected by the Board to fill any vacancies on the Board. The Compensation, Nominating and Governance Committee’s recommendations will be considered by the plenary board but the recommendations are not binding upon it.
An invitation to join the Board will be extended by the Chairperson of the Board when authorized by the Board.
If the votes “for” the election of a director nominee at a meeting of shareholders/stakeholders are fewer than the number voted “withhold”, the nominee will submit his or her resignation promptly after the meeting for the consideration of the Compensation, Nominating and Governance Committee. The Compensation, Nominating and Governance Committee will make a recommendation to the Board of Directors after reviewing the matter, and the Board will then decide within 90 days after the date of the meeting of shareholders/stakeholders whether to accept or reject the resignation. If the Board does not accept the resignation, the press release will fully.
state the reasons for the decision. The nominee will not participate in any deliberations by the Compensation, Nominating and Governance Committee or the Board, whether to accept or reject the resignation. This policy does not apply in circumstances involving contested director elections.
Board Meetings
The Chairperson of the Board shall propose an agenda for each Board meeting. Each Board member is free to request the inclusion of other agenda items and is generally free to request at any Board meeting the consideration of subjects that are not on the agenda for that meeting, although voting on matters so raised may be deferred to another meeting to permit proper preparation for a vote on an unscheduled matter (emergencies excepted).
The Chairperson of the Board, in consultation with the members of the Board, will normally determine the frequency and length of Board meetings; however, the ultimate power in this regard rests with the plenary Board. Special meetings may be called from time to time as required to address the needs of the Company’s business.
Information that is important to the Board’s understanding of the business to be conducted at a Board or committee meeting will normally be distributed in writing to the directors reasonably before the meeting (with a goal of seven calendar days) and directors should review these materials in advance of the meeting. Certain items to be discussed at a Board or committee meeting may be of a time-sensitive nature and the distribution of materials on these matters before the meeting may not be practicable.
An executive session of independent directors will be held following each meeting of the Board of Directors.
In the event that the Board considers any matters that may convey a personal interest to any of the directors, such directors shall declare their personal interest and shall abstain from voting on the matter at hand to the extent required by law.
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Board Committees
The Board will at all times have an Audit Committee, a Compensation, Nominating and Governance Committee and a Safety, Health, Environmental and Corporate Social Responsibility (or “CSR”) Committee. The Board may, from time to time, establish or maintain additional committees or subcommittees as it deems necessary. The Board may delegate any of its powers to committees of the Board, except that it may not
delegate the powers to fill Board vacancies, remove a director, change the membership or fill vacancies in a Board Committee, or remove or appoint officers who are appointed by the Board.
Each committee will have a mandate that has been approved by the Board. The committee mandates will set forth the purposes, goals and responsibilities of the committees. The Board will, from time to time as it deems appropriate, but at least annually, review and reassess the adequacy of each mandate and make appropriate changes. Each committee mandate must address those matters required by applicable laws and regulations.
The Compensation, Nominating and Governance Committee will be responsible for recommending to the Board the persons to be appointed to each committee of the Board. The Audit, Compensation, Nominating and Governance, Safety, Health, Environmental and CSR Committees will each have a minimum of three directors. Other committees shall have at least one member or the minimum number of members required by applicable law and the Company’s Mandate documents.
Each committee chairperson, in consultation with the other committee members, will develop the committee’s agenda.
The chairperson of each committee, in consultation with the other committee members, will determine the frequency of the committee meetings consistent with any requirements set forth in the committee’s Mandate. Special meetings may be called by any member from time to time as required to address the needs of the Company’s business and fulfill the responsibilities of the committees.
Director compensation
All directors have, at all reasonable times and on reasonable notice, full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate should normally be arranged through the CEO or the Chief Financial Officer (the “CFO”). The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company. The directors are normally expected to provide a copy or otherwise inform the CEO or CFO of any communication between a director and an officer or employee of the Company.
The Board and each committee shall have the power to hire and consult with independent legal, financial or other advisors for the benefit of the Board or such committee, as they may deem necessary, without consulting or obtaining the approval of any officer of the Company. Such independent advisors may be the regular advisors to the Company. The Board or any such committee is empowered, without further action by the Company, to cause the Company to pay the appropriate compensation of such advisors as established by the Board or any such committee.
Director’s Access to Management and Independent Advisors
All directors have, at all reasonable times and on reasonable notice, full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate should normally be arranged through the CEO or the Chief Financial Officer (the “CFO”). The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company. The directors are normally expected to provide a copy or otherwise inform the CEO or CFO of any communication between a director and an officer or employee of the Company.
The Board believes that directors should be provided with incentives to focus on long term shareholder value. The Board believes that including equity options and cash settled restricted share units as part of director compensation helps align the interests of directors with those of the Company’s shareholders.
The Company seeks to attract exceptional talent to its Board. Therefore, the Company’s policy is to compensate directors competitively relative to comparable companies. The Company’s management will, from time to time, present a report to the Compensation, Nominating and Governance Committee comparing the Company’s director
compensation with that of comparable companies. The Board believes that it is appropriate for the Chairperson of the Board and the chairpersons of the Board committees, if not members of management, to receive additional compensation for their additional duties in these positions. Directors who are also employees of the Company may receive additional compensation for Board or committee service if they are not already compensated at full industry rates in their capacities as employees.
When any employee of the Company serves as a director of another company at the request of the Company or as the representative of the Company, that employee may not accept compensation from that other company for such service. If any such compensation is nonetheless received, it shall be received on behalf of and paid over to the Company.
Director Orientation and Continuing Education
The Board and the Company’s senior management will conduct orientation programs for new directors as soon as possible after their appointment as directors. The orientation programs will include presentations by management to familiarize new directors with the Company’s projects and strategic plans, its significant financial, accounting and
risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, its internal and independent auditors and its outside legal advisor(s). In addition, the orientation programs will include a review of the Company’s expectations of its directors in terms of time and effort, a review of the directors’ fiduciary duties and visits to Company headquarters and, to the extent practical (but at least once every quarter), the Company’s principal operatingfacilities.
To enable each director to better perform his or her duties and to recognize and deal appropriately with issues that arise, the Company will provide the directors with suggestions to undertake continuing director education, the cost of which will be borne by the Company. The Company will periodically schedule site visits by directors to the Company’s principal operatingfacilities.
The Board selects the Company’s CEO in the manner that it determines to be in the best interests of the Company. The Board, together with the CEO, will develop a clear position description for the CEO. The Board will also develop the corporate goals and objectives that the CEO is responsible for meeting.
The Compensation, Nominating and Governance Committee will be responsible for overseeing the evaluation of the performance of the CEO. The Compensation, Nominating and Governance Committee will determine the nature and frequency of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the performance of the CEO, to be discussed with the Board. The Board will review the assessment to ensure that the CEO is providing the best leadership for the Company over the long- and short- term.
The Compensation, Nominating and Governance Committee will be responsible for overseeing an annual evaluation of senior management succession planning.
The Board will establish, and review on an annual basis, its expectations for senior management generally.
Compensation of the CEO must be determined, or recommended to the Board for determination, by the Compensation, Nominating and Governance Committee. The CEO must not be present during voting or deliberations. Based on consultation with the CEO, compensation for all other members of senior management must be determined, or recommended to the Board for determination, by the Compensation, Nominating, and Governance Committee.
The Board of Directors, on the recommendation of the Compensation, Nominating and Governance Committee, will adopt and maintain a Code of Business Conduct and Ethics (the “Code”) that will apply to the employees, officers, directors and major suppliers of the Company.
BOARD MANDATE
The Board of Directors (the “Board”) is responsible for the stewardship of Zylus Group Intl. (“Zylus” or the “Company”) and for the supervision of the management ofthe business ofthe Company.
Directors shall exercise their business judgment in a manner consistent with their fiduciary duties. In particular, directors are required to act honestly and in good faith, with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The Board discharges its responsibility for supervising the management of the business and affairs of the Company by delegating the day-to-day management of Zylus to the senior executive leadership team. The Board relies on the senior executives to keep it abreast of all significant developments affecting the Company and its operations.
The Board discharges its responsibilities directly and through delegation to its committees. The Board’s responsibilities include:
- Adopting a succession planning process and participating in the selection, appointment, development, evaluation and compensation of any Executive Chairperson, the Chief Executive Officer (the “CEO”) and other senior executives through the Compensation, Nominating and Governance Committee;
- Promoting a culture of integrity throughout the Company, consistent with the Company’s Code of Business Conduct and Ethics, through the actions of the Board and its individual directors and through the Board’s interaction with and expectations of the senior executives, including taking appropriate steps to satisfy itself as to the integrity of the CEO and the senior executive leadership team, and that the CEO and other senior executives create a culture of integrity throughout the Company.
iii. Reviewing and approving, periodically, any significant changes to the Company’s Code of Business Conduct and Ethics.
- Developing and approving position descriptions for the Board Chairperson, the CEO, the Chairperson of each Board committee and any Lead Director, as well as measuring the performance of those acting in such capacities against the position descriptions.
- Overseeing the reliability and integrity of the accounting principles and practices followed by management, the financial statements and other publicly reported financial information, and the disclosure principles and practices followed by management.
- Overseeing the integrity of the Company’s internal controls and management information systems by adopting appropriate internal and external audit and control systems.
- Reviewing and approving an annual operating budget for the Company and monitoring the Company’s performance against such budget.
- Approving annual and quarterly financial statements, either directly or through the Audit Committee, and the release thereof by management. 5. Reviewing and discussing with management the processes utilized by management with respect to risk assessment and risk management, including for the identification by management of the principal risks of the business of the Company, including financial risks, and the implementation by management of appropriate systems to deal with such risks.
- Adopting a strategic planning process pursuant to which management develops and proposes, and the Board reviews and approves, significant corporate strategies and objectives, taking into account the opportunities and risks of the business.
- Reviewing and approving all major acquisitions, dispositions and investments and all significant financings and other significant matters outside the ordinary course of the Company’s business.
iii. Reviewing management’s implementation of appropriate community and environmental stewardship and health and safety management systems, taking into consideration applicable laws, Company policies, and accepted practices in the mining industry.
– Overseeing the Company’s continuous disclosure program with a view to satisfying itself that material information is disseminated in a timely fashion.
– Periodically reviewing and approving any significant changes to the Company’s Disclosure Policy.
– Overseeing the development of the Company’s approach to corporate governance, including reviewing and approving changes to the Company’s Corporate Governance Guidelines (the “Guidelines”), which Guidelines shall set out the expectations of directors, including basic duties and responsibilities with respect to attendance at Board meetings and advance review of meeting materials.
– Taking appropriate steps to remain informed about the Board’s duties and responsibilities and about the business and operations of the Company. – Ensuring that the Board receives the information and input required from senior executives to enable the Board to effectively perform its duties.
– Overseeing the review of the effectiveness of its committees and individual directors on an annual basis, through the Compensation, Nominating and Governance Committee.
– The Board shall evaluate its own performance at least annually.
AUDIT COMMITTEE MANDATE
The Audit Committee (the “Committee”) shall carry out its responsibilities under applicable laws, regulations and other requirements with respect to the employment, compensation and oversight of the Company’s independent auditor, and other matters under the authority of the Committee.
The Committee shall also assist the Board of Directors in carrying out its oversight responsibilities relating to the Company’s financial, accounting and reporting processes, the Company’s system of internal accounting and financial controls, the Company’s compliance with related legal and regulatory requirements, and the fairness of transactions between the Company and related parties. In furtherance of this purpose, the Committee shall have the following responsibilities and authority:
- The Committee shall have the sole authority to appoint or replace the independent auditor.
- The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.
iii. The independent auditor shall report directly to the Committee. iv. The Committee shall approve in advance all audit and permitted non audit services with the independent auditor, including the terms of the engagements and the fees payable; provided that the Committee Chairperson may approve services to be performed by the independent auditors and the fee therefor between Committee meetings, provided that any such approval shall be reported to the Committee at the next meeting thereof. The Committee may delegate to a subcommittee the authority to grant pre-approvals of audit and permitted non- audit services, provided that the decision of any such subcommittee shall be presented to the full Committee at its next scheduled meeting.
- At least annually, the Committee shall review and evaluate the experience and qualifications of the independent auditor team.
- At least annually, the Committee shall obtain and review a report from the independent auditor regarding:
vii. the independent auditor’s internal quality-control procedures;
viii. any material issues raised by the most recent internal quality control review, or peer review of the auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;
- all relationships between the independent auditor and the Company.
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- At least annually, the Committee shall evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with
maintaining the auditor’s independence.
- The Committee shall recommend to the Board policies for the Company’s hiring of employees or former employees of the independent auditor who were engaged on the Company’s account or participated in any capacity in the audit ofthe Company.
xii. The Committee shall oversee the implementation by management of appropriate information technology systems for the Company,
including as required for proper financial reporting and compliance.
The Committee shall oversee the annual audit, and in the course of such oversight the Committee shall have the following responsibilities and authority:
– The Committee shall meet with the independent auditor prior to the audit to discuss the planning and conduct of the annual audit, and shall meet with the independent auditor as may be necessary or appropriate in connection with the audit.
– The Committee shall discuss with the independent auditor the matters required to be discussed by Auditing Standards relating to the conduct of the audit. – The Committee shall obtain from the independent auditor assurance that the audit was conducted in a manner consistent with required regulatory standards, in the course of conducting the audit, the independent auditor has not become aware of information indicating that an illegal act has or may have occurred or, if such an act may have occurred, that the independent auditor has taken all action required by necessary Acts and Provisions.
– The Committee shall make such inquiries to the management and the independent auditor as the Committee members deem necessary or appropriate to satisfy themselves regarding the efficacy of the Company’s financial and internal controls and procedures and the auditing process.
– The Committee shall meet periodically with management and the independent auditor in separate executive sessions. The Committee may also, to the extent it deems necessary or appropriate, meet with the Company’s investment bankers and financial analysts who follow the Company operations.
– The Committee shall discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as any off-balance sheet structures on the Company’s financial statements.
– At least annually and prior to the filing of the AFS, the Committee shall review with management and the independent auditor the disclosure controls and procedures and confirm that the Company (with CEO and CFO participation) has evaluated the effectiveness of the design and operation of the controls within 90 days prior to the date of filing. The Committee also shall review with management and the independent auditor any deficiencies in the design and operation of internal controls and significant deficiencies or material weaknesses therein and any fraud involving management or other employees who have a
significant role in the Company’s internal controls. As a part of that review, the Committee shall review the process followed in preparing and verifying the accuracy of the required CEO and CFO annual certifications.
– The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
– The Committee shall discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or reports which raise material issues regarding the Company’s financial statements or accounting policies.
– The Committee shall oversee the preparation of reports relating to the Audit Committee required under applicable laws, regulations, and other requirements. – The Committee shall exercise oversight with respect to anti-fraud programs and controls.
The Audit Committee shall periodically, and no less than once a year, receive a report from the Chief Financial Officer (“CFO”) aggregating risk assessments within the entire organization and shall consider and discuss risks and the steps management has taken to monitor and control such exposures, including the top risks identified by the CFO and the policies and practices adopted by the Company to mitigate those risks. These risks should include, without limitation, consideration of:
– operational risks associated with the Company’s business and mining operations including exposure to health, safety and environmental risks assessed by the SHEC committee and the risk of unprofitable operations;
– an assessment of mitigation steps taken by management to address significant risks or exposures identified in previous risk assessments;
– financial risks associated with investing, hedging or other financial instruments;
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– privacy cyber security risk exposures and measures taken to protect the security and integrity of the Company’s management information systems and Company data; – assessment of internal control risks and exposures identified by the internal and external auditors and management and cost benefit analyses of steps that may be taken to minimize such risks;
– personal conduct risks associated with inappropriate behaviour by management, staff or consultants;
– political, taxation, litigation and reputational risks;
– risks related to management of any joint venture arrangements;
– climate change;
– the Company’s crisis management and response plans and business continuity plans (including work stoppage and disaster recovery plans); and
– the availability and or adequacy of insurance coverage for insurable risks.
The Committee shall periodically, and no less than once a year, consider and discuss the Company’s legal and ethics compliance matters. The matters should include, without limitation, consideration of:
– legal and regulatory compliance matters that could have a material impact on the Company’s business, operations or financial statements;
– the effectiveness of the Company’s disclosure controls and procedures in ensuring compliance by the Company with relevant laws and disclosure requirements; and – an annual review of the appropriateness and effectiveness of the Company’s compliance policies.
The Committee may meet with the Company’s legal counsel, as appropriate, to discuss these matters.
The Committee shall review for fairness to the Company, proposed transactions, contracts and other arrangements between the Company and its subsidiaries and any related party or affiliate, and make recommendations to the Board whether any such transactions, contracts and other arrangements should be approved or continued. The foregoing shall not include any compensation payable pursuant to any plan, program, contract or arrangement subject to the authority of the Company’s Compensation,
Nominating and Governance Committee.
– As used herein the term “related party” means any officer or director of the Company or any subsidiary, or any shareholder holding a greater than 10% direct or indirect financial or voting interest in the Company, and the term “affiliate” means any person, whether acting alone or in concert with others, that controls, is controlled by or is under common control with another person. h. Additional duties
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“….If Management is about running the business, then governance is about running it properly”
The Committee shall perform the following additional duties:
– The Committee shall review and recommend dividend policies.
– The Committee shall oversee the Company’s insurance program and approve insurance policy limits.
– The Committee shall review the appointment of and make recommendations to the Board of Directors regarding the appointment of the Chief Financial Officer. – The Committee shall recommend to the Compensation, Nominating and Governance Committee the qualifications and criteria for membership on the Committee.
– The Committee shall review and discuss with management the requirements for public disclosure.
Structure and Membership
The Committee shall consist of a minimum of three persons unless the Board should from time to time otherwise determine. All members of the Committee shall meet the experience and financial literacy requirements. At least one member of the Committee shall be a “financial expert”.
Members of the Committee shall be appointed by the Board, upon the recommendation of the Compensation, Nominating, and Governance Committee. The Board may remove members of the Committee at any time with or without cause.
All of the members of the Committee shall be “independent”.
Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.
The compensation of the Committee shall be as determined by the Board.
Members of the Committee shall be appointed for one-year terms. Each member shall serve until his or her replacement is appointed, or until he or she resigns or is removed from the Board or the Committee.
Procedures and Administration
The Committee may form and delegate authority to one or more subcommittees, consisting of at least one member, as it deems appropriate from time to time under the circumstances.
The Committee may form and delegate authority to one or more subcommittees, consisting of at least one member, as it deems appropriate from time to time under the circumstances.
The Committee shall regularly report to the Board with respect to such matters as are relevant to the Committee’s discharge of its responsibilities and shall report in writing on request of the Chairperson of the Board.
The Committee shall, at least annually, review and reassess the adequacy of this Mandate and recommend any proposed changes to the Board for approval.
The Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay appropriate compensation to advisors engaged by the Committee.
The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any officer or other person to meet with the Committee and to access all Company records.
– Additional Powers
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The Committee shall have such other powers as may be delegated from time to time by the Board of Directors.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations. These are the responsibilities of management and the independent auditor.
Committee Member Independence, Financial Literacy and Financial Expert Requirements
All of the members of the Committee shall be “independent”.
This states that each audit committee member must be financially literate.
“For the purposes of this manual, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements.”
For purposes of this Item, an audit committee financial expert means a person who has the following attributes:
– An understanding of generally accepted accounting principles and financial statements;
– The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
– Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;
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– An understanding of internal control over financial reporting; and
– An understanding of audit committee functions. A person shall have acquired such attributes through:
o Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;
o Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions;
o Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or
o Other relevant experience.
Purpose: Responsibilities and Authority as it relates to Compensation
The Compensation, Nominating and Governance Committee (the “Committee”) shall assist the Board of Directors (the “Board”) of Zylus Group Intl. (the “Company”) in carrying out its responsibilities relating to executive and director compensation. In furtherance of this purpose, the Committee shall have the following responsibilities and authority:
– The Committee shall recommend to the Board the form and amount of compensation to be paid by the Company to directors for service on the Board and on Board committees. The Committee shall review director compensation at least annually.
– The Committee shall annually review the Company’s base compensation structure and the Company’s incentive compensation, and other equity-based compensation programs and recommend changes in or additions to such structure and plans to the Board as needed.
– The Committee shall recommend to the Board the annual base compensation of the Company’s executive officers and senior managers (collectively the “Officers”). – The Committee shall recommend to the Board annual corporate goals and objectives under any incentive compensation plan adopted by the Company for Officers and recommend incentive compensation participation levels for Officers under any such incentive compensation plan. In determining the incentive component of compensation, the Committee will consider the Company’s performance and the values of similar incentives at comparable companies and the awards given in past years.
– The Committee shall evaluate the performance of Officers generally and in light of annual corporate goals and objectives under any incentive compensation plan. – The Committee shall periodically review with the Chief Executive Officer (“CEO”) his/her assessments of Officers and succession plans and make recommendations to the Board regarding appointment of Officers.
The CEO of the Company shall not be present during any vote or other deliberation of the Committee regarding the compensation or performance of the CEO.
The Committee shall assist the Board in carrying out its responsibilities relating to stewardship and governance and shall have the following responsibilities and authority:
- The Committee shall recommend to the Board criteria for Board membership. In making its recommendation, the Committee shall consider the competencies and skills that the Board, as a whole, should possess and the competencies and skills of each current director. The Committee shall review with the Board, on an annual basis, the requisite skills and criteria for Board members as well as the composition and size of the Board as a whole in order to ensure that the Board has the requisite expertise, that its membership consists of persons with sufficiently diverse and independent backgrounds, and that its membership consists of an appropriate mix of inside, outside and independent directors.
- The Committee shall identify and recommend to the Board individuals qualified to become Board members, consistent with criteria approved by the Board. The Committee shall be responsible for recommending to the Board the nominees for election as directors at any meeting of stakeholders and the persons to be appointed by the Board to fill any vacancies on the Board.
iii. The Committee shall manage Board and committee succession planning.
- The Committee will develop and annually update and recommend to the Board for approval, a long-term plan for Board composition that takes into consideration:
(i) the independence of each director;
(ii) the competencies, diversity and skills the Board, as a whole, should possess;
(iii) the current strengths, skills and experience represented by
each director, as well as eachdirector’spersonality andother
qualities as they affect Boarddynamics;
(iv) retirement dates;
(v) the appropriate size of the Board, with a view to facilitating
effective decision- making;
(vi) the strategic direction of the Company; and Proxy voting
guidelines.
- The Committee shall report to the Board from time to time about
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“….If Management is about running the business, then governance is about running it properly”
efforts and success to increase the level of representation of women on the Board and in executive officer positions.
- The Committee shall consider the backgrounds and competencies, diverse perspectives and skills each nominee will bring to the Board and develop recommendations to ensure a good level of diversity.
vii. The Committee shall review, monitor and make recommendations to the Board regarding the orientation and education of directors.
viii. The Committee shall recommend to the Board corporate governance and ethics principles and policies that should be applicable to the Company. The Committee shall monitor legislation, regulatory policies and industry best practices dealing with corporate governance and, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s corporate governance principles and practices and recommend any proposed changes to the Board.
- The Committee shall consider questions of independence and possible conflicts of interest of members of the Board and of senior managers and make recommendations regarding such matters to the Board, including the criteria for determining director independence.
- The Committee shall, on an annual basis, recommend assignments to committees of the Board, including recommendations as to chairpersons of committees of the Board, review and make recommendations to the Board concerning the types, duties, functions, size and operation of committees of the Board, review the adequacy of charters of all committees of the Board and make recommendations to the Board for any changes to such charters.
- The Committee shall, on an annual basis, oversee the evaluation of the Board and its committees to determine whether the Board, its members and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise
the conduct of the evaluation and prepare an assessment of performance of the Board and the Committee, to be discussed with the Board.
xii. The Committee shall oversee the investigation of matters arising under the Code of Business Conduct and Ethics that are not within the responsibility of the Audit Committee.
xiii. The Committee shall consider and make recommendations to the Board in circumstances where a Director tenders a resignation
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“….If Management is about running the business, then governance is about running it properly”
pursuant to the Majority Vote Policy.
xiv. The Committee shall monitor communications with stakeholders regarding matters of corporate governance.
- Structure and Membership
The Committee shall consist of three persons unless the Board should from time to time otherwise determine.
Members of the Committee shall be appointed by the Board. The Board may remove members of the Committee at any time with or without cause.
All members of the Committee shall be “independent”.
Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.
The compensation of the Committee shall be as determined by the Board.
Members of the Committee shall be appointed for one-year terms. Each member shall serve until his or her replacement is appointed, or until he or she resigns or is removed from the Board or the Committee.
Procedures and Administration
The Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee shall keep minutes of its meetings and any other records as it deems appropriate.
The Committee may form and delegate authority to one or more subcommittees, which may consist of one or more members, as it deems necessary or appropriate from time to time under the circumstances.
The Committee shall regularly report to the Board with respect to such matters as are relevant to the Committee’s discharge of its responsibilities and shall report in writing on request of the Chairperson of the Board.
The Committee shall, at least annually, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
The Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay
appropriate compensation to advisors engaged by the Committee.
The Committee shall evaluate its own performance, and oversee the evaluation of the performance of all other committees of the Board, at least annually.
The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any Officer or other person to meet with the Committee.
The Committee has the authority, without further approval of the Board to:
- i) engage independent legal counsel, compensation consultants and other advisors (each, an “Independent Advisors”) as it
determines necessary to carry out its duties;
- ii) set and pay the compensation for any such Independent Advisor employed by the Committee, funded by the Company;
iii) communicate directly with external advisors and any other person of the Company; and
- iv) have unrestricted access to any person and documents of the Company relevant to the performance of the Committee’s
duties
The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Independent Advisors retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any Independent Advisors retained by the Committee.
▪
Notwithstanding its authority to engage Independent Advisors, the Committee may select an Independent Advisor to the Committee only after taking into consideration, all factors relevantto that person’s independence from management, including the following:
- i) the provision of other services to the Company by the person that employs the Independent Advisor;
- ii) the amount of fees received from the Company by the person that employs the Independent Advisor, as a percentage of the
total revenue of the person that employs the Independent
Advisor;
iii) the policies and procedures of the person that employs the Independent Advisor that are designed to prevent conflicts of
interest;
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“….If Management is about running the business, then governance is about running it properly”
- iv) any business or personal relationship of the Independent Advisor with a member of the Committee;
- v) any business or personal relationship of the Independent Advisor or the person employing the Independent Advisor
with an executive officer of the Company.
Notwithstanding the engagement of an Independent Advisor or the receipt of advice or recommendations from such an Independent Advisor, the Committee:
- i) will in no way be obligated to implement or act consistently with the advice or recommendations of the Independent
Advisor; and
- ii) will at all times exercise its own judgment in the fulfillment of the duties of the Committee.
SAFETY, HEALTH, ENVIRONMENTAL AND CSR COMMITTEE MANDATE
This Mandate shall govern the constitution and activities of the Safety, Health, Environment & Corporate Social Responsibility (“CSR”) committee (the “SHEC Committee”) of the Board of Directors (the “Board”) of Zylus Group Intl. (the “Company”).
The principal purpose of the SHEC Committee is to review, monitor and make recommendations, on behalf of the Board, regarding the health, safety, environmental and CSR policies of the Company (collectively “SHEC Policies”) and will assist the Board in its oversight of the implementation of and compliance with the SHEC Policies.
More specifically, the SHEC Committee is to assist the Board in regards to: • monitoring and reviewing health and safety and environmental risks;
- ensuring the company’s compliance with applicable legal and regulatory requirements associated with health, safety and environment matters;
- supporting furtherance of the company’s commitment to adoption of best practices in operations, promotion of a healthy and safe work environment, and environmentally sound resource development; and
- considering corporate CSR policies and initiatives with particular attention to the matters noted in this Mandate.
The SHEC Committee shall have the authority to delegate to one or more of its members responsibility for developing recommendations for consideration by the SHEC Committee with respect to any of the matters referred to in this Mandate.
The SHEC Committee shall consist of three persons unless the Board should from time to time otherwise determine. At least one of the members of the SHEC Committee shall be generally familiar with environmental, health and safety requirements, as well as broader sustainability and corporate social responsibility practices within the industry, including standard procedures and applicable legislation at the time of his appointment, or shall become so within a reasonable period of time following such appointment.
The Compensation, Nominating and Governance Committee will be responsible for overseeing the evaluation of the performance of the CEO. The Compensation, Nominating and Governance Committee will determine the nature and frequency of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the performance of the CEO, to be discussed with the Board. The Board will review the assessment to ensure that the CEO is providing the best leadership for the Company over the long- and short- term.
The SHEC Committee shall periodically recommend to the Compensation, Nominating and Governance Committee the qualifications and criteria for membership on the SHEC Committee. Members of the SHEC Committee shall be appointed by the Board, upon the recommendation of the Compensation, Nominating and Governance Committee. The Board may remove members of the SHEC Committee at any time with or without cause.
The Board will establish, and review on an annual basis, its expectations for senior management generally.
Compensation of the CEO must be determined, or recommended to the Board for determination, by the Compensation, Nominating and Governance Committee. The CEO must not be present during voting or deliberations. Based on consultation with the CEO, compensation for all other members of senior management must be determined, or recommended to the Board for determination, by the Compensation, Nominating, and Governance Committee.
The Board of Directors, on the recommendation of the Compensation, Nominating and Governance Committee, will adopt and maintain a Code of Business Conduct and Ethics (the “Code”) that will apply to the employees, officers, directors and major suppliers of the Company.
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