18
GRAND BANKS YACHTS LIMITED
ANNUAL REPORT
2016
CORPORATE GOVERNANCE REPORT
2.6 The Board and its Board Committees should comprise
directors who as a group provide an appropriate balance
and diversity of skills, experience, gender and knowledge of
the company. They should also provide core competencies
such as accounting or finance, business or management
experience, industry knowledge, strategic planning
experience and customer-based experience or knowledge.
The NC periodically reviews the existing attributes
and competencies of the Board in order to determine
the desired expertise or experience required to
strengthen or supplement the Board. This assists the
NC in identifying and nominating suitable candidates for
appointment to the Board.
The NC is satisfied that the Board has the appropriate
mix of expertise to lead and govern the Group effectively
as the Board’s three independent directors and one
non-executive director are respected professionals
drawn from a broad spectrum of expertise which
enables them, in their collective wisdom, to contribute
effectively and provide a balance of views at both
Board and Board Committee meetings. Details of the
Directors’ academic and professional qualifications and
other appointments are set out on pages 8 and 9 of this
Annual Report.
2.7 Non-executive directors should:
(a)
constructively challenge and help develop proposals
on strategy; and
(b)
review the performance of management in meeting
agreed goals and objectives and monitor the
reporting of performance.
The independent and non-executive directors confer
regularly with the executive director and management
to develop strategies for the Group, review the
performance of management, assess remuneration
and discuss corporate governance matters.
2.8 To facilitate a more effective check on management,
non-executive directors are encouraged to meet regularly
without the presence of Management.
The Group’s independent and non-executive directors
hold regular conference calls and meetings without the
presence of Management.
Chairman And Chief Executive Officer
Principle 3:
There should be a clear division of responsibilities between the leadership of the Board and the executives
responsible for managing the company’s business. No one individual should represent a considerable
concentration of power.
Guidelines Of The Code
Grand Banks Corporate Governance Practices
3.1 The Chairman and CEO should in principle be separate
persons, to ensure an appropriate balance of power,
increased accountability and greater capacity of the
Board for independent decision making. The division of
responsibilities between the Chairman and CEO should
be clearly established, set out in writing and agreed by
the Board. In addition, the Board should disclose the
relationship between the Chairman and the CEO if they are
immediate family members.
The role of the Chairman is separate from that of the
CEO and they are separate and unrelated persons.
There is adequate accountability and transparency
as independent directors make up 60% of the Board.
The Board is able to exercise its power objectively and
independently from Management. No individual or small
group of individuals dominates the Board’s decision
making.
