19
GRAND BANKS YACHTS LIMITED
ANNUAL REPORT
2016
CORPORATE GOVERNANCE REPORT
3.2 The Chairman should:
(a)
lead the Board to ensure its effectiveness on all
aspects of its role;
(b)
set the agenda and ensure that adequate time
is available for discussion of all agenda items, in
particular strategic issues;
(c)
promote a culture of openness and debate at the
Board;
(d)
ensure that the directors receive complete, adequate
and timely information;
(e)
ensure effective communication with shareholders;
(f)
encourage constructive relations within the Board
and between the Board and Management;
(g)
facilitate the effective contribution of non-executive
directors in particular; and
(h)
promote high standards of corporate governance.
The Group’s Chairman plays a key role in promoting
high standards of corporate governance, scheduling
meetings that enable the Board to perform its duties,
establishing the agenda for the Board meetings
in consultation with the CEO and ensuring that
the Board reviews and approves the Group’s key
strategies and policies. The Chairman also participates
in communicating with key stakeholders, including
shareholders, employees, independently-owned dealers,
independent brokers and customers.
The CEO’s responsibilities encompass managing the
day-to-day business activities of the Group, developing
and executing the Group’s strategies, reporting back
to the Board on the performance of the Group, and
providing guidance to the Group’s employees. The
CEO also encourages constructive relations between
Management and the Board.
3.3 Every company should appoint an independent director to
be the lead independent director where (a) the Chairman
and the CEO is the same person; (b) the Chairman and the
CEO are immediate family members; (c) the Chairman is
part of the management team; or (d) the Chairman is not
an independent director.
The lead independent director (if appointed) should be
available to shareholders where they have concerns and for
which contact through the normal channels of the Chairman,
the CEO or the Chief Financial Officer (or equivalent) (the
“CFO”) has failed to resolve or is inappropriate.
This Guideline is not applicable as the Group’s Chairman
and CEO are two separate and unrelated persons. The
Chairman is an independent and non-executive director.
3.4 Led by the lead independent director, the independent
directors should meet periodically without the presence
of the other directors, and the lead independent director
should provide feedback to the Chairman after such
meetings.
Please refer to the Company’s practices for
Guideline 3.3.
