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Corporate Governance

Board Charter

1.1 INTRODUCTION

Sugar Cane Growers Fund (SCGF) aims to build sustainable value for stakeholders and in particular for the sugar cane farmers and other industry players. In carrying out its responsibilities and powers as set out in this Charter, the Board will at all times recognize its overriding responsibility to act honestly, fairly, diligently and in accordance with the law and the Sugar Cane Growers Fund Act 1984 and the amendments thereon. It is also the responsibility of the Board to take an active role in discussions and promote sound corporate governance best practices.

1.2 PURPOSE AND ROLE

The Board Charter clearly sets out the Board’s purpose, powers, and specific responsibilities. The purpose of this Charter is to assist the Board in the exercise of its respective duties. By virtue of approving this Charter, the Board explicitly reaffirms its ongoing responsibility for the stewardship of SCGF

1.3 MEMBERSHIP

The Board and the Chairman is appointed by the by the Minister for the Sugar Industry in accordance with Act 

1.4 TERM OF THE BOARD

The Board term should not exceed more than 3 years as per the Act

1.5 SECRETARY

The Secretary of the Board shall be appointed by the Board. The Secretary is not required to be a member of the Board, but if he or she is not, such Secretary may be an employee of SCGF.

1.6 OTHER USUAL ATTENDEES AT MEETINGS

Other attendees at the meeting will include the Chief Executive Officer and any other person by invite or in attendance.

1.7 RESIGNATION

An appointed member of the Board may resign his office by writing, signed by him or her and delivered to the Minister.

1.8 REGULAR MEETINGS

Regular meetings of the Board shall be held quarterly as a minimum and time as the Board determines. Regular meeting may be held with notice and in accordance with section 12 of the Act

1.9 QUORUM

At a meeting of the Board, 2 members of the Board constitute a quorum. The Chairman shall preside at all meetings of the Board at which he is present. If the Chairman is not present at a meeting of the Board the members present shall elect one of their number to preside at that meeting.

1.10 MINUTES

The Secretary of the Board shall maintain minutes and other relevant records of the meetings and activities of the Board. The minutes shall be available for review by the Board and any regulatory agency having jurisdiction over the affairs of SCGF. In the event of any meeting where the Secretary is not present, the Chairman shall act as of or designate an acting Secretary of the Board for the purpose of recording minutes of actions taken at the meeting.

1.11 ANNUAL REVIEW OF CHARTER

The Board shall review and assess the adequacy of this Charter annually if deemed necessary and any proposed changes to the Board for approval. This Charter may be amended only by the Board.

1.12 POWERS

In addition to the above and any matters expressly required by Act be approved by the Board, powers specifically reserved for Board include:

  • Appointment of the Chief Executive Officer and determination of his or her terms and conditions and recommending the same to the Governance Committee (including remuneration);
  • Appointment of Executives to roles leading SCGF’s businesses or functions and reporting to the Chief Executive Officer, and appointment of the SCGF Secretary;
  • Any matters in excess of any discretion that it may have from time to time delegated in the Chief Executive Officer and Senior Management in relation to credit transactions, market, liquidity, interest rate risks, limits and expenditure or any other transactions outside discretion of Chief Executive Officer and Senior Management;
  • Review, approve and monitor major investment and strategic commitments.
  • Approvals of each of the following:
  1. Annual approval of budget and strategic plan;
  2. Annual approval and ratification of remuneration and conditions of service for Senior Management, direct report to the Chief Executive Officer and other key executives;
  3. Any public statements which reflect significant issues of SCGF policy or strategy; and
  • Any changes to the discretion delegated from the Board.
  • The acquisition, establishment, disposal or cessation of any significant business.

1.13 SPECIFIC RESPONSIBILITIES

These responsibilities of the Board are documented in line with governance framework with some of the basic

1.13.1 The Board should be qualified, have clear understanding of their role in corporate governance and able to exercise sound judgment about the operations of SCGF:

  • Charting the direction, strategic and financial objectives for SCGF and monitoring the implementation of those policies, strategies and financial objectives through providing oversight of the senior management by exercising their “duty of care” and “duty of loyalty” ;
  • Being accountable to performance and its responsibilities;
  • Periodically assessing the effectiveness of the governance practices, Board Sub-Committees, management of conflict of interest, selecting , monitoring and where necessary replacing key executives with appropriate succession planning ensuring that intended successors are qualified with fit and proper requirements;
  • Building trust through consistent ethical behavior, transparency and accountability;
  • Establishing, reviewing and monitoring processes for corporate governance throughout the SCGF,
  • Promoting safety and soundness by understanding and monitoring compliance with regulatory requirements, ethical standard and external commitments;
  • Avoiding participation as the Board of Directors in day to day management
  • Exercising due diligence in hiring of external and internal auditors

1.13.2 The Board should approve and over strategic objectives and corporate values that are communicated thorough the network by:

  • Understanding in-depth of each substantial segment of business and then establishing the strategic objectives or guiding corporate values ;
  • Taking the lead in establishing the “Tone at the Top” and approving professional standards and corporate values of itself, Senior Management and other employees;
  • Approving and overseeing strategic objectives and the guiding corporate values;
  • Ensuring that the Senior Management implements strategic policies and procedures designed to promote professional behavior and integrity;
  • Ensuring that any conflict of interest that may arise have adequate provisions and policies to handle the same in maintaining the independence of the governance structure,

1.13.3 The Board of Directors should set and enforce clear lines of responsibilities and accountability throughout the organization by:

  • Overseeing the management’s actions that are consistent with Board policies as part of checks and balances embodying the sound corporate governance platform
  • Ensuring that management while delegating duties to the staff have established management structure that promotes accountability;Ensuring that it is aware of all material risks which could be classified as Financial, Operational, Business and Event Risks
  • Promoting Risk Management culture and philosophy which is transformation and sustainability

1.13.4 The Board must ensure that there is appropriate oversight by the Senior Management consistent with Board policies by:

  • Ensuring that Senior Management have necessary skills to manage the business under supervision and control of the Board;
  • Ensuring that Senior Management effectively contribute in overseeing line managers in specific business areas consistent with policies and procedures set by Board,
  • Ensuring that Senior Management under the guidance of the Board have effective system of internal control.

1.13.5 The Board must ensure that management effectively utilizes the work conducted by the internal and external audit functions with internal control by:

  • Recognizing that independent, competent and qualified auditors and internal control functions inclusive of legal and compliance functions are in place;
  • Utilizing the work of auditors and internal control functions to provide independent checks and assurance on the operations of SCGF;
  • Enhancing the effectives of the internal audit , Enterprise Risk Management and control functions,
  • Fostering direct reporting of the internal audit functions to Board

1.13.6 The Board is responsible of its performance review, Senior Management performance review, succession planning, in consultation with Chief Executive Officer and compensation policies and practices by:

  • Undertaking ongoing self-assessment and review of its performance of the Chairman, individual Directors and Board Sub-Committees;
  • Considering Chief Executive Officer and Senior Management Succession Plans
  • Mandating Chief Executive Officer with appropriate discretions, limits and authorities;
  • Determining or approving consistent with any adopted remuneration policy for the management and staff

1.13.7 The Board must ensure that SCGF is governed in a transparent manner by:

  • Appropriate timely and accurate public and regulatory disclosures that facilitates market disciplines thus enhancing corporate governance platform;
  • Fulfilling the disclosures in terms of the regulatory or accounting requirements;

1.13.8 The Board must understand SCGF’S operational structure and authorities that foster transparency and good governance by:

  • Ensuring that Board and Senior Management conduct business with appropriate oversight that fosters transparency and good governance,
  • Ensuring that Senior Management under direction of the Board implement appropriate policies and procedures with authorization that is transparent for the approval or operation of financial structures, instruments and, products and services.

1.14 NEW DIRECTORS

A new director receives an appointment letter from the Ministry of Sugar Industry In addition, the appointment process includes the following key elements:

  • Receipt of appointment – related documents
  1. Director’s Handbook – The Handbook includes information on a broad range of matters relating to the role of a director;
  2. Director’s Contractual Offer – Each director signs an agreement of director’s responsibilities, the right to obtain independent advice and requirements concerning confidential information.
  • Undertaking induction training – New directors take part in a formal induction program which ensures they have dedicated sessions on SCGF’S values and culture, governance framework, the processes and key issue, financial management and business operations.

1.15 BOARD ACCESS TO INFORMATION AND INDEPENDENT ADVICE

All Directors have unrestricted access to all employees of the SCGF and, subject to the law, access to all records and information held by SCGF employees and external advisers. The Board receives regular detailed financial and operational reports from senior management and consults regularly with CEO and Senior Management to enable them to carry out their duties. In addition, Directors may consult with, and request additional information from, any of the employees. Each Director enters into an Access and Indemnity Deed with the SCGF to ensure seven year access to documents after their retirement as a Director.

The Board collectively has the right to seek independent professional advice at the SCGF’s expense in furtherance of their duties. While the Chairman’s prior approval is needed, it may not be unreasonable withheld and, in the Chairman’s absence, Board approval may be sought.

Ethical Standards

  • SCGF is committed to upholding high legal, moral and ethical standards in all of its corporate activities and has adopted a Code of Ethics, which aims to strengthen its ethical climate and provide basic guidelines for situations in which ethical issues arise. The Code of Ethics applies to directors, executives, management and employees, and set standards for ethical behavior and business practice beyond complying with the law, and is based on the key principles articulates in the Vision, Mission and the Values of the SCGF .

It is the policy of the SCGF to comply with spirit of all applicable laws, including those relating to employment, discrimination, health, safety, trade practices and securities.

No director, officer, executive or manager of SCGF has authority to violate any law or direct another employee or any other person to violate any law on behalf of the SCGF. SCGF ethical practices and procedures are reviewed regularly, and processes are in place to promote and communicate these policies within the SCGF.

1.16 INDEPENDENCE AND MATERIALITY

The Board must contain non-executive directors who satisfy criteria for independence. The Board Charter sets out independence criteria in order to establish whether a non-executive director may have a relationship with SCGF which could (or could be perceived to) impede their decision-making.

All non-executive Directors are required to notify the Chairman of a potential change in their outside Board appointments.

Making decisions on matters likely to come regularly before the Board or its Committees;

  • Objectively assessing information and advice given by management;
  • Setting policy for general application across ; and
  • Generally carrying out the performance of his or her role as a Director.

A director is only to be regarded as independent if:

(a) the Board determines that the director has no material relationship with SCGF (either directly or through an immediate family member, or as a partner, shareholder, or executive officer of an organization that has a material relationship /interest with SCGF);

(b) the director is not, and has not been within the previous three years:
i. Employed by, or partner in, any firm that in the past three years has been external auditor; or
ii. Employed by SCGF in the last three years.

Each director has a continuing responsibility to determine whether he or she has a potential or actual conflict of interest in relation to any material matter which comes before the Board. Such a situation may arise from external associations, interests or personal relationships and must disclose.