1. Corporate Governance
Corporate Governance also plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating against management misconduct and corruption
Promote the efficient use of scarce resources, trust of investors, economic development ,good corporate performance.

2. Principles of Corporate Governance
Effective corporate governance framework
The rights of shareholders and key ownership functions
The equitable treatment of shareholders
The role of stakeholders in corporate governance
Disclosure and transparency
The responsibilities of the board

3. Board of Directors
Responsibility of leadership and control of the corporate
Direct and supervise
Make decisions, Regular meetings, Active participation, Freedom .
Sufficient notice for board meetings
Advice and services

4. Board of Directors Full record of board
Independent non-executive directors should be present at board meetings to discuss matter involving conflict of interest
Abstain from voting if conflict of interest exists
Insurance coverage in respect of legal action against directors

5. Chairman and CEO
Segregation of the management of the board and the day-to-day management of the corporate’s business
Balance of power at board level to avoid concentration of power in a single individual
Separation of Chairman and CEO
Division of responsibilities between Chairman and CEO clearly laid down in writing

6. Chairman
Provide leadership ,discharges its responsibilities, Ensure good corporate governance practices
Encourage full and active contribution to the board’s affair, effective communication, Annual meeting,Good relationships

7. Appointment, re-election and removal of directors
Formal and transparent procedure for appointment, Succession plan, Re-election at regular intervals ,Proper explanation for resignation/removal of directors
All directors subject to retirement by rotation at regular interval

8. Responsibilities of directors
Keep responsibilities
Exercise duties of care, skill, integrity and diligence expected
Ensure proper understanding of the operation, business and the regulatory requirement
Contribute sufficient time and resources to serve the corporate and share the views of shareholders

9. Non-executive directors
Active participation in board meetings
Bring in independent judgment
Take lead if conflict of interest arise
Serve on committees
Monitor the corporate’s performance in achieving pre-set goals

10. Information access by directors
provided with accurate and appropriate information
Agenda sent timely to directors
Directors should have access to the senior management for information
Information supplied should be of form and quality to facilitate informed decision

11. Remuneration of directors and senior management
Transparency
sufficient
Director should not decide own remuneration
Remuneration committee formed by non-executive directors
Determine specific remuneration packages of all executive directors and senior management
Review and approve compensation

12. Accountability and Audit – Financial Reporting
Assessment of financial and other information
The board should present comprehensive assessment of the corporate’s performance, position and prospects in annual and interim reports, price-sensitive announcements and other financial disclosures
Conduct regular reviews
Prevent fraud, corruption, and malpractices

13. Audit Committee Have clear terms of reference
A formal and transparent arrangement to apply the financial reporting and internal control principles and maintain appropriate relationship with external auditors
Monitor the effectiveness of the audit process, ensuring auditor’s independence and objectivity
Oversight of the financial reporting and internal control procedures

14. Delegation by the Board
Formal schedule
Clear directions to management
powers of management

15. Communication with Shareholders - Effective communication
annual general meetings to communicate with shareholders
Transparency in corporate governance practices and business performances
Encourage shareholders’ participation
Answer questions at any general meeting

16. Communication with Shareholders - Voting by Poll
Inform shareholders about procedure for voting by poll
Ensure proper compliance to regulatory requirement about voting by poll