Appendix A: Corporate Governance Recommendations for the Listed Companies on the Barbados Stock Exchange Inc

• Pages: 171-210

APPENDIX A

CORPORATE GOVERNANCE RECOMMENDATIONS

FOR THE LISTED COMPANIES ON THE BARBADOS

STOCK EXCHANGE INC.

TABLE OF CONTENTS

SECTION 1.0 INTRODUCTION 174

1.1 Goals of the recommendations 174

1.2 Structure of the recommendations 175

1.3 Implementation of the recommendations 175

SECTION 2.0 THE GENERAL MEETING 176

2.1 Recommendation 1 – Advance information to shareholders 176

2.2 Recommendation 2 – Organisation of the general meeting 176

2.3 Recommendation 3 – Attendance of the chair man, other

directors and the managing director/chief executive o cer

at the shareholders meeting 176

2.4 Recommendation 4 – Attendance of a prospective director in

a general meeting 177

SECTION 3.0 THE BOARD OF DIRECTORS 177

3.1 Recommendation 5 – Mandate of the board 178

3.2 Recommendation 6 – Meetings of the board and board

committees and director attendance 178

3.3 Recommendation 7 – Performance evaluation of the board and

disclosure of performance evaluation processes 179

3.4 Recommendation 8 – Election of the directors 179

3.5 Recommendation 9 – Number of directors 179

3.6 Recommendation 10 – Term of the directors 179

3.7 Recommendation 11 – Notifi cation of proposed director

candidates to shareholders 180

3.8 Recommendation 12 – Special order of appointment of

the directors 180

3.9 Recommendation 13 – Qualifi cations of the directors 180

3.10 Recommendation 14 – Position descriptions for chairman of

the board, committee chairs and the managing director/CEO 181

3.11 Recommendation 15 – Right of directors to receive information

and the role of the company secretary 181

3.12 Recommendation 16 – Orientation and continuing education

for directors 182

172 Appendix A

3.13 Recommendation 17 – Composition of the board and

independence of directors 182

3.14 Recommendation 18 – Evaluation and disclosure of

director independence 183

3.15 Recommendation 19 – Disclosure of the background, biographical

details, compensation and shareholdings of directors 185

3.16 Recommendation 20 – Director obligation to provide

information to the board. 185

3.17 Recommendation 21 – Performance evaluation of

individual directors 186

SECTION 4.0 COMMITTEES OF THE BOARD 186

4.1 Recommendation 22 – Appointment of a board committee 186

4.2 Recommendation 23 – Reporting by the committees to the board 187

4.3 Recommendation 24 – Charters of the committees 187

4.4 Recommendation 25 – Committee meetings and

director attendance 188

4.5 Recommendation 26 – Performance evaluation of committees

of the board 188

4.6 Recommendation 27 – Appointment of members to

the committees 188

4.7 Recommendation 28 – Composition of the committees and

independence of members 189

AUDIT COMMITTEE 189

4.8 Recommendation 29 – Establishment of the audit committee 189

4.9 Recommendation 30 – Appointment of the members of

the audit committee 189

4.10 Recommendation 31 – Duties and responsibilities of the

audit committee 189

4.11 Recommendation 32 – Disclosure of audit committee

information 192

4.12 Recommendation 33 – Code of business conduct and ethics

and disclosure 192

GOVERNANCE COMMITTEE 194

4.13 Recommendation 34 – Establishment of the governance

committee 194

4.14 Recommendation 35 – Composition of the governance

committee 194

4.15 Recommendation 36 – Duties and responsibilities of the

governance committee 194

Appendix A 173

4.16 Recommendation 37 – Disclosure of the nomination process

for directors 195

COMPENSATION COMMITTEE 196

4.17 Recommendation 38 – Establishment of the compensation

committee 196

4.18 Recommendation 39 – Composition of the compensation

committee 196

4.19 Recommendation 40 – Duties and responsibilities of the

compensation committee 196

4.20 Recommendation 41 – Disclosure of compensation oversight

duties and responsibilities 197

4.21 Recommendation 42 – Disclosure of other board committees 197

SECTION 5.0 MANAGING DIRECTOR/CHIEF

EXECUTIVE OFFICER (CEO) 197

5.1 Recommendation 43 – Position description for the Managing

Director/CEO 197

5.2 Recommendation 44 – Appointment of the Managing

Director/CEO 198

5.3 Recommendation 45 – Approval and disclosure of the

Managing Director/CEO’s service contract 198

5.4 Recommendation 46 – Disclosure of information on the

Managing Director/CEO 199

5.5 Recommendation 47 – Separation and disclosure of the roles of

Managing Director/CEO and Chairman of the Board 199

SECTION 6.0 OTHER MANAGEMENT 200

6.1 Recommendation 48 – Organisation of management 200

6.2 Recommendation 49 – Disclosure of information on the

management team 201

SECTION 7.0 DISCLOSURE OF DIRECTOR AND

EXECUTIVE COMPENSATION 201

COMPENSATION OF DIRECTORS 201

7.1 Recommendation 50 – Disclosure of fees and benefi ts awarded

to directors 201

7.2 Recommendation 51 – Payment of fees awarded to directors in

shares and/or deferred share units 202

7.3 Recommendation 52 – Participation by directors in a

performance-based, share-related compensation system 203

7.4 Recommendation 53 – Disclosure of the dollar value(s) of

shares and share-related rights granted to directors 203

7.5 Recommendation 54: Director stock options 203