Board of Directors
Board directors are expected to serve with diligence. During 2019, the Company had 7 board meetings, both regular and special meetings.
The Company discloses the number of board meetings and attendance details of each director through its Annual Report and Definitive Information Statement. The attendance is then reported to the Board Corporate Governance Committee by way of the Board Performance Report and to the SEC through the filing of the Integrated Annual Corporate Governance Report (I-ACGR).
The attendance of the Directors to the Company’s board meetings in 2019 was exemplary with an overall percentage of 91%. Summary of the attendance record can be seen below.
*Ex-Officio Members are non-voting members.
Board committees usually meet at least twice a year, except for the Board Audit Committee that meets at least two times in a year.
Members of the Board Committees are duly qualified elected directors of the Company’s Board of Directors as regular members and are assisted by key officers of the Company who sit on an ex-officio basis. These Board Committees hold meetings at least every quarter to ensure that sound strategies for the Company’s development are reviewed, monitored, executed and achieved.
In 2010, the Board decided that the functions of the Board Strategy Committee subsumed under the functions of the full Board membership. As as result, the Board regularly holds a special strategy meeting in addition to the strategy sessions at regular board meetings and the informal strategy meetings of the Directors.
The Board also folded in the Board Nominations and Compensation Committee to the Board Corporate Governance Committee. In 2012, the Board Corporate Governance Committee endorsed the creation of an expanded Board Risk Management Committee into a Board Risk and Reputation Management Committee. Membership of Independent Directors to both Board Corporate Governance Committee and Board Risk and Reputation Management Committee increased. The Related Party Transactions Committee is composed entirely of Independent Directors.
Summary of the attendance record of the Board committees can be seen below.
Board Audit Committee
Board Corporate Governance Committee
Board Risk and Reputation Management Committee
Board Related Party Transactions Committee
Board Executive Committee