Corporate Governance Guidelines
Nov 06, 2017
THE PALACE AMUSEMENT COMPANY (1921) LIMITED
CORPORATE GOVERNANCE GUIDELINES
The Board of Directors of The Palace Amusement Company (1921) Limited ("Palace") continues to be committed to Corporate Governance structures and practices which serve the interest of all stakeholders, including shareholders, movie patrons and employees. The Palace Board represents the owners' interest in maintaining and growing a successful business, including optimizing long-term financial returns. The Board is committed to achieving the highest standards of corporate governance and corporate responsibility in directing and controlling the business. Its fundamental principles are rooted in fair, transparent and accountable practices. These guidelines are listed on the Company's website and are subject to review annually.
The Board has established two committees:- the Corporate Governance and the Investment & Audit Committees. There are no restrictions on the number of committees on which a director may sit.
The Corporate Governance Committee consists of four Board members, two executive Directors and two Non-executive Directors, and they meet at least once per year. The members are: Messrs. Douglas Graham, Elon Beckford, and Douglas Stiebel and Mrs. Melanie Graham.
The Investment and Audit Committee consists of four members, two executive and two non-executive and they aim to meet six times each year. The members are: Messrs. Douglas Graham, Elon Beckford, and Douglas Stiebel and Mrs. Melanie Graham.
BOARD ROLE AND STRUCTURE:
A. General. The Company's business is conducted by its line staff, managers and officers, under the direction of the Chairman and Chief Executive Officer (CEO) and the oversight of the Board, to enhance the value of the Company for its stockholders. The Board is elected by the stockholders to oversee management and to help assure that the long-term interests of stockholders are being served. Both the Board and management recognize that the interests of stockholders are advanced by responsibly addressing the concerns of other stakeholders and interested parties, including employees, movie patrons, suppliers, communities, governmental bodies and the public at large. Members are encouraged to exercise independent judgement in carrying out their responsibilities.
B. Functions. In addition to general oversight of management, the Board, either directly or through one or more of its Committees, also performs a number of specific functions, including:
(1) Reviewing, monitoring and, where appropriate, approving fundamental financial and business strategies and major corporate actions;
(2) Overseeing management's assessment of major risks facing the Company and options for mitigation; and
(3) Ensuring processes are in place for maintaining the integrity of the Company, including the integrity of the financial statements, compliance with law and ethics, the integrity of relationships with movie patrons, distributors and suppliers, as well as relationships with other stakeholders and business partners.
C. Board Size. It is the policy of the Board that the number of directors shall not exceed an amount that can function efficiently as a body and is in keeping with the maximum number as per its Articles of Association. The Corporate Governance Committee, in consultation with the Chairman of the Board and the CEO, makes recommendations to the Board concerning the appropriate size and needs of the Board.
D. Board Composition. The members of the Board have been chosen from industries and areas that impact the nature of the business.
E. Ownership Requirements. Directors are expected to maintain a qualifying share. Directors may not engage in hedging transactions relative to their ownership of the Company's stock (i.e., transactions which attempt to limit or offset exposure to price fluctuations in the Company's stock), including through the buying or selling of puts, calls or any other forms of derivative securities with respect to the Company's securities, the acquisition of insurance policies, the entering into of swaps or forward contracts, or otherwise. These stock ownership requirements shall be reviewed at least annually by the Corporate Governance Committee.
DIRECTOR SELECTION AND EVALUATION.
A.Board Membership Criteria. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of stockholders. The Corporate Governance Committee (which also serves as the Nominating Committee) is responsible for:
▪ the determination of the appropriate professional skills depth of business experience and characteristics required of Board members and candidates for the Board, which should include, among other things, independence; considerations of character, judgment, and personal and professional integrity; ability to read and understand corporate financial statements; willingness to commit sufficient time to attend to his or her duties and responsibilities as a member of the Board;
▪ qualifications for membership on certain committees of the Board and any potential conflicts of interest;
▪ the make up, age and diversity of the Company’s existing Board;
all in the context of an assessment of the perceived needs of the Board at that point in time.
B. Procedure for Selecting Nominees. The Corporate Governance Committee is responsible for screening of Director Candidates. Nominees presented are recommended by the Corporate Governance Committee to the full Board for their approval and election of the new director.
C. Majority Voting for Directors. The Board endorses the principle of using a majority vote standard for non-contested elections as set forth in the Company's Articles of Association.
D. Tenure. The Board recognises the need for active, engaged and experienced directors who add value to Palace, and further recognises that this is not a function of age or length of service. The Board will assess director performance accordingly and retire directors based on performance, and not age.
A. Director Compensation.
The directors are paid semi-annually based on an agreed rate for meetings; with respect to sub-committees they are paid based on attendance.
A. Number of Meetings: The Board generally meets six times annually. The sub-committees also meet throughout the year.
B. Agenda Preparation: The Chairman and CEO as well as the Corporate Secretary, in consultation with the management, will establish the agenda for each Board meeting. Each director may recommend agenda items, and is free to raise any subject that is not on the agenda for a particular meeting. Information important to the Board's understanding of the business will be distributed to the Board before the Board meetings.
C. Attendance at Annual Stockholder Meeting: Each director is encouraged to attend the Company's annual meeting of stockholders.
CONFIDENTIALITY AND NON-DISCLOSURE.
Directors are required to maintain the confidentiality of all information regarding Board proceedings and deliberations, and all information regarding the Company. its officers and affiliates that is learnt in his/her capacity as a director of the Company. Directors may not use confidential information for their own personal benefit or for the benefit of persons or entities outside the Company, or in violation of any law or regulation, including insider trading laws and regulations. The Board believes that management speaks for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company. However, it is expected that Board members would speak for the Company only with the knowledge of management, and, in most instances at the request of management. In those instances where comments from the Board are appropriate, they should, in most circumstances, come from the Chairman.
A. Compliance with Policies. Directors shall comply with the "Policy Regarding Securities Trades By Company Personnel," "Insider Trading Policy," "Related Person Transaction Policy" and "Code of Ethics" which have been adopted by the Company.
B. Disciplinary Measures. Directors may be subject to disciplinary action for the failure to comply with the Code of Conduct, Code of Ethics and other applicable Company policies, including policies regarding securities trades by Company personnel and related party transactions. The Corporate Governance Committee (other than the director whose conduct is at issue if such a director is a member of the Corporate Governance Committee) will consider and make recommendations to the full Board.
A. Executive Compensation. The CEO and management administers the Company's compensation plans, with general oversight by the Board of Directors.
B. Management Succession Planning. The Board has full responsibility to ensure that the business is well managed at all times and that succession plans and potential candidates are identified for all senior executives. The ultimate responsibility for the selection of a successor CEO and CFO resides with the Board. Should the CEO or CFO demit office due to an emergency, the Board will convene at the earliest possible time or in any event not less than 48 hours after such event, with a view to appointing an interim or permanent successor to such post.
ASSESSMENT OF BOARD EFFECTIVENESS AND REVIEW OF CORPORATE GOVERNANCE GUIDELINES:
The Board believes it is appropriate to review its own effectiveness annually, including its corporate governance policies and practices. The Corporate Governance Committee has the responsibility to report to the Board the results of its analysis and any recommendations following each such review. Any director is free to make suggestions to improve the Board’s practices at any time and is encouraged to do so. The Corporate Governance Committee’s assessment of the Board is be made with respect to the Board’s contribution as a whole and is focused on areas in which the Board and/or management believe a better contribution could be made.