The Board of Directors of EASYTERMS LTD. has adopted these guidelines to enhance its corporate governance. The Board will review and amend these guidelines as needed.
The Board's primary purpose is to oversee the company's long-term health, success, and financial strength in the best interests of its shareholders.
2.1 Ultimate Decision-Making Body: The Board serves as the Company's ultimate decision-making body, except for matters reserved to or shared with shareholders.
2.2 Senior Management Oversight:
The Board selects and oversees senior management, who are responsible for conducting company business.
Skill and integrity are crucial factors in selecting senior executives and other advisors.
2.3 Core Responsibilities of Directors:
Exercise business judgment in the best interests of the Company and its shareholders.
Fulfill responsibilities consistent with fiduciary duties to shareholders and in compliance with all applicable laws and regulations.
Consider the interests of other stakeholders, including employees and the communities where the Company operates.
2.4 Advisory and Oversight Functions:
Provide advice and counsel to the Chief Executive Officer (CEO) and other senior officers.
Oversee proper safeguarding of company assets, maintenance of appropriate financial and internal controls, and compliance with laws, regulations, and proper governance.
2.5 Reliance on Advisors: Directors may rely on senior executives, outside advisors, and auditors. The Board has the authority to hire independent legal, financial, or other advisors as necessary.
2.6 Meeting Attendance and Preparation:
Directors are expected to attend all Board and Committee meetings.
They should devote the necessary time and effort to fulfill their responsibilities.
Important information will be provided in advance of meetings, and Directors are expected to review these materials.
2.7 Board Meetings:
Regularly scheduled meetings will be held at least twice a year.
The Chairman of the Board sets the agenda, but any Director can suggest items or raise subjects not on the agenda.
Key oversight and monitoring items will be regularly presented to the Board.
At least once a year, the Board will review the Company's long-term strategic plans and significant financial, accounting, and risk management issues.
2.8 Non-Management Directors' Sessions: Non-management Directors will hold regular executive sessions, usually during scheduled Board meetings, chaired by the Lead Independent Director.
The Board decides whether the same person should hold the roles of Chairman of the Board and CEO, based on business needs and the best interests of shareholders.
3.1 Annual Review of Structure: At least one executive session of non-management Directors each year will review the Board's leadership structure, including whether the Chairman and CEO roles should be combined or separated.
3.2 CEO Selection Consideration: When a new CEO is selected, the Board will consider the appropriate leadership structure (e.g., Chairman, Lead Independent Director, and CEO).
3.3. Proxy Statement Disclosure: The rationale for the chosen leadership structure will be included in the Company's proxy statement for its annual shareholder meeting.
3.4 Chairman's Role: The Board annually elects one member as Chairman, who presides at all Board and shareholder meetings and performs duties as prescribed by the By-Laws or Board.
Directors can be nominated by the Board or by owners as per the By-Laws.
4.1 Nominee Review: The Committee on Directors and Corporate Governance reviews all nominees, including owner-proposed nominees.
4.2 Assessment Criteria: The assessment includes judgment, experience, independence, understanding of relevant industries, and other pertinent factors based on Board needs.
4.3 Diversity: The Board believes its membership should reflect diversity in experience, gender, race, ethnicity, and age.
4.4 Selection Process: The Committee selects qualified nominees, reviews recommendations with the Board, and the Board decides whether to invite the nominee. The Chairman of the Board extends the invitation.
Directors are elected for one-year terms in accordance with the By-Laws.
5.1 No Term Limits: The Board does not set limits on the number of terms a Director may serve, as term limits can lead to a loss of valuable experience and expertise.
5.2 Evaluation for Re-nomination: To ensure a high-functioning Board, the Committee on Directors and Corporate Governance evaluates the qualifications and performance of each incumbent Director before recommending their re-nomination.
5.3 Executive Director Resignation: An executive who serves on the Board is expected to resign from the Board simultaneously upon resigning from their executive position. Continued service on the Board is then discussed with the Board.
The Board must include at least one independent Director.
6.1 Independence Criteria: The Board affirmatively determines that an "independent" Director has no material relationship with the Company, directly or as an officer, shareholder, or partner of an organization with a relationship with the Company. All relevant facts and circumstances are considered broadly.
6.2 Immaterial Relationships (Categorical Standards): The following relationships are generally not considered material and do not impair a Director's independence:
Immaterial Sales/Purchases
Immaterial Indebtedness
Immaterial Position
Immaterial Ownership
Immaterial Nonprofit Relationship
6.3 Annual Review and Exceptions: Annually, the Board reviews all relevant Director relationships. The Board may determine a Director is independent even if a relationship exceeds the categorical standards, provided it doesn't bar independence. Any such determination will be explained in the next annual meeting proxy statement.
The Board currently has one standing Committee: The Audit Committee.
7.3. Committee Responsibilities: Each Committee is responsible for carrying out the duties and responsibilities outlined in its respective charter, as approved by the Board.
7.4. Committee Reporting: Each Committee Chair reports to the Board on the Committee's activities, findings, and recommendations following each Committee meeting.
7.5. Committee Resources: Committees have access to Company resources, including external advisors, as needed to carry out their responsibilities.
7.6. Committee Evaluations: Committees conduct self-evaluations on an annual basis to assess their performance and identify opportunities for improvement.
Directors have full and free access to Company officers, employees, and records.
8.1 Arranging Contact: Any desired meetings or contact can be arranged through the Chief Executive Officer or the Secretary.
8.2 Disruption Avoidance: Directors should use judgment to ensure such contact does not disrupt business operations.
8.3 Management Attendance at Board Meetings: The Board welcomes attendance at Board meetings by non-Board members in senior management positions, with invitations extended by the Chairman of the Board.
9.1 Orientation Program: All new Directors must participate in the Company's Orientation Program as soon as practicable after their election. This program includes presentations by senior management on the Company's business, strategic plans, financial and risk management issues, compliance programs, Code of Business Conduct, principal officers, and independent auditors. Sitting Directors may also attend.
9.2 Continuing Education: Directors are encouraged to participate in continuing Director education.
10.1 Evaluation Process: The Board annually evaluates the Chairman of the Board's and CEO's performance in an executive session of non-management Directors, led by the Independent Director.
10.2 Compensation Determination: The Compensation Committee measures their performance against goals and objectives and, after considering the full Board's evaluation, determines their compensation.
10.3 Board Review: The full Board reviews the Compensation Committee's actions and annually reviews and ratifies corporate goals and objectives relevant to the Chairman's and CEO's compensation.
11.1 Succession Policies: The Board determines policies and principles for CEO selection and succession plans in case of emergency or retirement.
11.2 Senior Management Development: The Board, with input from the Audit Committee, oversees senior management development and succession planning for senior positions.
12.1 Self-Evaluation: The Board of Directors conducts an annual self-evaluation to assess the effectiveness of the Board and its Committees.
12.2 Input and Discussion: The Audit Committee receives input on the Board's performance from Directors, discusses it with the full Board, and oversees the Board's performance review.
12.3 Focus Areas: The assessment focuses on the Board's contribution to the Company and areas for improvement for the Board or its Committees.
13.1 Determination Process: The Audit Committee determines the form and amount of Director compensation, then recommends it to the full Board for action, in accordance with the Committee charter.
13.2 Considerations: When determining compensation, the Audit Committee considers Director responsibilities and compensation paid by comparable companies.
13.3 Share-Based Compensation: Shares in the Company may be a form of Director compensation.
14.1 Management as Spokesperson: The Board believes that management speaks for the Company.
14.2 Individual Director Communication: At management's request, individual Board members may occasionally communicate with various Company constituencies.
14.3 Chairman's Role in Comments: When Board comments are appropriate, they will normally come from the Chairman.