the Corporate strategy for the company;
- the Company’s vision and mission statements;
- strategic planning processes and strategic plans;
- monitoring Corporate performance against stated objectives and plans;
- Risk Management, Capital Management and Internal Control
- Reviewing, approving and monitoring adherence to policies and procedures for the management and control of risk, including capital management, and internal control and management of information systems. These policies and procedures should provide reasonable assurance as to the reliability of the Corporations financial information and the safeguarding of it’s assets;
- Reviewing compliance with legislation and regulatory requirements;
- Material Transactions
- Reviewing and approving material investments and transactions;
- Financial Reporting
- Reviewing and approving the annual financial statements;
- Reviewing the monthly financial statements;
- Reporting the financial results to the shareholders and other stakeholders;
- Approving policies with regard to confidentiality of information and securities trading by employees, corporate communications and public disclosure;
- Performing such other functions as prescribed by law or as assigned to the Board in the Corporation’s governing documents.
The expected role of non-executive Directors is to:
- bring an independent view to the Board’s deliberations;
- assist the Board and the Chairman in providing effective leadership; and
- foster the continuing effectiveness of executive Directors and management.
Executive Directors (including the managing director) are full time employees of Byte Power and part of senior management. Their responsibilities for the overall corporate governance of Byte Power are the same as those for non-executive Directors. In addition, their managerial responsibilities include:
- proposing policies and strategies for consideration by the Board;
- communicating to senior management the policies and strategies adopted by the Board;
- implementing the policies of the Board; and
- carrying out day to day control and management of Byte Power’s business.
Composition of the Board
The Board of Directors is to be constituted with a majority of independent Directors to ensure that the Board can effectively monitor executive Directors and senior management and can bring, and be perceived to bring, quality judgements, free of bias, to all matters.
An independent Director is one who is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act with a view to the best interests of Byte Power (“Independent Director”). Independent Directors are non-executive Directors, and, generally, those who are not:
- a substantial shareholder, or those who have significant financial or personal interests in, a substantial shareholder;
- retained as a professional adviser, either personally or through his/her firm;
- a significant customer and/or supplier of Byte Power; or
- a substantial shareholder of, or has a significant financial or personal interest in, a significant customer and/or supplier of Byte Power.
Chairman of the Board
It is preferable that the Chairman of the Board be an Independent Director. The combination of the roles of Chairman and managing director is considered undesirable. The Chairman’s role is to:
- provide a mechanism to check on the powers and responsibilities of the managing director and other executive Directors;
- ensure the participation of non-executive and well as executive Directors in Board activities;
- ensure all relevant issues are on Board agendas; and
- ensure non-executive Directors receive timely relevant information to enable them to be effective members of the Board.
Relationship of Board with Management
Management of the day to day business of Byte Power is to be conducted by or under the supervision of the managing director as appointed by the Board, and by those other officers and employees to whom the management function is properly delegated by the managing director.
The Board, together with the managing director, will develop and maintain a position description for the managing director, involving the definition of the limits to management’s responsibilities. In addition, the Board will approve or develop
the corporate objectives which the managing director is responsible for meeting and oversee their implementation.
The Board will adopt appropriate structures and procedures to ensure that the Board functions independently of management. Appropriate procedures may involve the Board meeting on a regular basis without management present or may involve expressly assigning the responsibility for administering the Board’s relationship to management to a committee of the Board.
Communication between Directors and management will primarily be through the office of the managing director. When Directors seek clarification regarding information provided to Directors, or are seeking information about Byte Power generally, this may be sought directly from the appropriate senior executive, but the director should be advised. When Directors are providing information about opportunities for Byte Power or are seeking introduction of persons to Byte Power, this should always be through the managing director.
When the Board considers it necessary, Byte Power will establish the following committees of the Board to assist in the Board’s role:
- Audit & Risk Management Committee;
- Credit Committee;
- Remuneration Committee; and
- Nomination Committee.
If the Board resolves to establish the Committees, charters will need to be prepared for each of the Committees.
Composition of Committees
The Committees should be chaired by an Independent Director appointed by the Board. Other members, as appointed by the chairman of each Committee, will comprise non-executive and executive Directors, senior executives and/or external professionals who possess skills and expertise suitable for carrying out the functions of the Committees.
Each Committee must maintain minutes of each Committee meeting, which will be made available to all Directors as soon as practicable after the Committee meeting.
Adhoc/Special Purpose Committees
The Board may establish appropriate ad hoc or special purpose committees from time to time. Such committees will have terms of reference or a charter agreed by the Board.
Review of Board
If established, the Remuneration Committee will annually review the Board’s required size, effectiveness, mix of skills,
experience and other qualities and make recommendations to the Board.
Independent Advice to Directors
Subject to the approval of the Board, an individual Director may engage an outside adviser at the expense of Byte Power for the purposes of seeking independent advice in appropriate circumstances.
Code of Conduct
Constitution of Byte Power
The Directors must adhere to, and the Board must conduct itself in accordance with, the constitution of Byte Power.
Fair Dealings and Related Party Transactions
Directors and senior management, will convey to all stakeholders the message that integrity and effective control cannot be compromised when dealing with any supplier, particularly if a supplier is a related party.
A Director, or an entity over which a Director has control or significant influence, who enters into a transaction with Byte Power must make full disclosure of all material elements of the transaction to the Chairman or, if the Director involved is the Chairman, to the Board.
In particular, the following contracts with Directors, or entities over which Directors have control or significant influence, must be approved by the Board in advance of committing Byte Power:
- contracts for the supply of goods and/or services which extend beyond 1 year, or where the total value of goods and/or services supplied under the contract may, in any 1 year, exceed 5% of Byte Power’s previous year’s total revenue;
- agreements for the lease of property; and
- agreements for the acquisition or disposal of property.
Disclosure of Information
Byte Power has an objective of honest and open disclosure of information in dealing with stakeholders, subject to appropriate commercial considerations associated with competitive and sensitive information. Such disclosure may, in appropriate circumstances, exceed statutory requirements.
All Directors must ensure that they abide by requirements of Byte Power’s constitution regarding secrecy and confidentiality of information.
The Board will adopt an appropriate policy on dealings in securities of Byte Power by Directors and senior management.
The initial policy is contained in the attached document. The policy on dealings in securities will be reviewed from time to time to ensure the policy’s effectiveness.