Beruflich Dokumente
Kultur Dokumente
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- Convene a general meeting without delay where three quarters
of the capital are lost.
- Set up reserve funds required by law or the Articles of
Association.
- Apply to the court where the Company stops payments with a
view either to a composition with creditors or the winding up of
the Company.
- Borrow money with or without security on behalf of the
Company and designate officials authorized to sign such credit
agreements, deeds, promissory notes on behalf of the Company.
- Invest assets and money of the Company in any investment
activities.
- Sell or dispose of assets of the Company and delegate officials to
effect transfer of ownership on behalf of the Company.
- Negotiate and arrange reinsurance contracts with domestic or
foreign reinsurers and advise the National Bank for approval.
- Undertake such other tasks assigned to it by any shareholders
meetings.
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Duties and Responsibilities of Board Committee Proposed
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2. Finance & Investment Committee
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2.11 As and when the need for capital injection comes from the
General Assembly or Board of Directors and/or Management,
provide study assignments to Management and submit outputs
to the Board for further discussion and understanding; which
ultimately be decided by the General Assembly.
2.12 Upon the resolution of the General Assembly, provide
assignments to the Management with respect to valuation of
shares and period of settlement.
2.13 Oversee settlement of subscribed shares in due course of time.
2.14 Review the effectiveness of Companys internal control system
2.15 Review and assess the annual internal audit work plan.
2.16 Receive internal audit reports on internal controls, risk
management, governance processes and special investigations
(if any) and review the response of management to internal
audit findings and ensure that recommendations made by the
internal audit are implemented.
2.17 Monitor/assess the role, efficiency and effectiveness of the
internal audit function against quarterly and annual
performance reports.
2.18 Make a recommendation to the board on the appointment, re-
appointment or removal of the external auditors upon
delegation given to the board by the General Assembly and
propose the terms of engagement and the remuneration for the
external auditors.
2.19 Review the plans of the external auditor at the beginning of
each annual audit and carry out a post-completion audit
review before issuance of the Final Report.
2.20 Review the signatories to operate any bank accounts of the
Company.
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2.21 Examine investment and disinvestment proposals of the
Company in any viable long term investment activities when
necessary.
2.22 Review the effectiveness of the Companys internal control
systems including information technology security and control.
2.23 Examine yearly Budget Proposal produced by the management.
2.24 Review both internal and external Auditors Findings &
recommendations and subsequent rectifications.
2.25 Negotiate Audit fee with External Auditors for annual statutory
audit.
2.26 Assess the competence and skill of external Auditors yearly.
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3.5 Oversee and take to the attention of the Board of Directors all
required actions and policy matters which contribute to
enhance the profitability of the Company and follow
implementation up on approval by the Board of Directors.
3.6 It shall review the effectiveness and efficiency of the operational
systems particularly in the areas of risk assessment and
management, product development, and rate of premium
application to suggest new and improved systems for approval
by the Board of Directors.
3.7 It shall review marketing strategy which includes promotion
and advertisement, product mix determination and target
setting, market share determination (market feedback and
position analysis, pricing) and when necessary participate
marketing activities relating to image building promotion, etc.
3.8 Monitor and institutionalize appropriate and the state of the art
performance management systems up on approval by the Board
of Directors in order to promote and uplift corporate philosophy
and mission of the Company.
3.9 Oversee and give direction on external and internal non-
financial factors such as customer satisfaction, product or
service quality, relationships with outside stakeholders, the
impact on society and the environment, quality of governance,
innovation, operational performance, and employee
commitment.
3.10 It shall issue policy guidelines to improve and ensure proper
function of corporate governance.
3.11 Receive, examine, and submit its recommendations to the
Board on management proposals regarding guidelines relevant
to all issues which fall within its area of responsibility.
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Procedures Applicable for All Board Committee
2. The Committee shall elect its own Chairman and determine its own
working procedures, provided, however, that the Board is duly
informed at all times.
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Duties and Responsibilities of Board Committee Proposed
1.1.1 Ensures that the Company enhances economic value for all
shareholders by making the most efficient use of resources.
Nomination function:
be responsible for succession planning with the CEO
make recommendation to the board on the appoint
of Senior Executives
make recommendation to the board accelerated
promotion
ensure the selection of a CEO of the highest caliber
Compensation function:
align compensation of Senior Management with
interests of shareholders