About Us |
Corporate Governance Guidelines
A. Introduction
These Corporate Governance guidelines established by the Board of Directors of ME-IR Society provide a structure within which our directors, the General Manager and its management office can effectively pursue Society’s objectives for the benefit of its members.
B. Board Structure and Composition
- Size of the Board. The authorized number of directors will be determined from time to time by resolution of the Board, provided the Board consists of at least five members.
- Board Membership Criteria. The Nominations and Corporate Governance sub-committee will evaluate and recommend candidates for membership on the Board consistent with criteria established by the Board, including director nominees to be proposed by the Board to its members for election or any director nominees to be elected or appointed by the Board to fill interim director vacancies on the Board.
- Director Independence. The Board believes that a majority of directors on the Board should be non-executive. The Board also believes that it is often in the best interest of ME-IR Society and its members to have non-executive directors, including current and (in some cases) former members of its management office, serve as directors. The Chairman of the Board should be a non-executive.
- Director Tenure. Directors are re-elected every three years. The Board does not believe it should establish term limits because directors who have developed increasing insight into ME-IR Society and its operations over time provide an increasing contribution to the Board as a whole. To ensure the Board continues to generate new ideas and to operate effectively, the Nominations and Corporate Governance sub-committee shall monitor performance and take steps as necessary regarding continuing director tenure.
- Directors Who Change Their Present Job Responsibility. The Board believes that directors who experience a material change in their job responsibilities in the position they held when they came on the Board should deliver a notice of such change in status to the Board.
C. Principal Duties of the Board of Directors
- To Oversee Management and Evaluate Strategy. The fundamental responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the ME-IR Society and its members. The Board also monitors Strategy and Controls Committees’ performance to ensure that ME-IR Society operates in an effective, efficient and ethical manner in order to produce value for its members. The Board also evaluates Society’s overall strategy and monitors its performance against its operating objectives and against the expectations of its members.
Directors are expected to invest the time and effort necessary to understand ME-IR Society operations, strategies and challenges. The basic duties of the directors include attending Board meetings and actively participating in Board discussions. Directors are also expected to make themselves available outside of board meetings for advice and consultation.
- To Select the Chairman and General Manager. The Board will select the chairman of the Board and General Manager. The chairman of the board will not be a current employee of ME-IR Society, or someone employed by ME-IR Society any time within the prior three years, unless the appointment is approved by two-thirds of the directors. However, if there is no General Manager as a result of resignation or removal of such officer, then the chairman of the Board of Directors may also serve in an interim capacity as the General Manager until the Board appoints a new General Manager.
- To Evaluate Management Performance and Compensation. At least annually, the Board will evaluate the performance of the General Manager and the other officers. On an annual basis it will determine the compensation of the General Manager and the other officers to ensure they are appropriate, competitive and properly reflect ME-IR Society objectives and performance.
- To Monitor and Manage Potential Conflicts of Interest. All members of the Board must inform the Finance and Audit sub-committee of the Board of all types of transactions between them (directly or indirectly) and ME-IR Society as soon as reasonably practicable even if these transactions/operations are in the ordinary course of business. The Finance and Audit sub-committee of the Board will review and approve all related party transactions.
- To Ensure the Integrity of Financial Information. The Finance and Audit sub-committee of the Board evaluates the integrity of ME-IR Society accounting and financial reporting systems, including the audit of Society’s annual financial statements by the non-executive auditors, and that appropriate systems of control are in place. The Finance and Audit sub-committee reports on a regular basis to the Board and the Board, upon the recommendation of the Finance and Audit sub-committee, takes the actions that are necessary to ensure the integrity of ME-IR Society accounting and financial reporting systems and that appropriate controls are in place.
- To Monitor the Effectiveness of Board Governance Practices. The Nominations and Corporate Governance Sub-committee will periodically review and evaluate the effectiveness of the governance practices under which the Board operates and make changes to these practices as needed.
D. Board Procedures
Directors are expected to prepare for, attend, and contribute meaningfully in all Board and applicable committee meetings in order to discharge their obligations.
- Frequency of Board Meetings. Regular meetings of the Board shall be held at such times and places as determined by the Board. There will be at least four regularly scheduled meetings of the Board each year but the Board will meet more often if necessary.
- Attendance at Board Meetings. To facilitate participation at the Board meetings, directors may attend in person, via telephone conference. Materials are distributed in advance of meetings.
- Other Commitments. Each member of the Board is expected to ensure that other existing and future commitments, including employment responsibilities and service on the boards of other entities, do not materially interfere with the member's service as director.
- Board Access to Management. Members of the Board will have access to ME-IR Society General Manager and its office as needed to fulfil their duties. Furthermore, the Board encourages management to, from time to time, bring ME-IR Society stakeholders (ex. Country Chapter Heads) into meetings of the Board who: can provide additional insight into the items being discussed because of personal involvement in these areas.
- Engaging Experts. The Board and each of committees will have the authority to obtain advice, reports or opinions from internal and external counsel and expert advisers.
- Quorum. A simple majority of board members who’s presence at its meetings is necessary before the meeting can be validly conducted. Where a quorum is not maintained throughout the meeting, the correct procedure is to adjourn and reconvene the meeting at a later date.
E. Board Committees
- Number and Composition of Committees. The Board currently has two key committees: Strategy and Controls. Strategy Committee is responsible for executing ME-IR Society operational objectives and is made up of 6 sub committees: Education, Strategic Relationships, Country Chapters, Memberships, Technology and Events. The General Manager and Society’s office reports to the Strategy Committee. The controls committee is in charge of ensuring the Society has appropriate systems and controls in place; finance, audit or corporate governance to be best positioned to serve its members interests. The Controls Committee is made up of two sub-committees: Finance & Audit and Nominations & Corporate Governance.
- From time to time the Board may form a new committee or disband a current committee depending on the circumstances.
- Committee Appointments. Members of all committees are appointed by the Board. The Board determines the exact number of members and can at any time remove or replace a Committee member.
- Committee Proceedings. The Chair of each committee of the Board will, in consultation with appropriate committee members and members of management, and in accordance with the committee's charter, determine the frequency and length of committee meetings and develop the committee's agenda.
F. Board Performance
The Board develops and maintains a process whereby the Board, its committees and its members are subject to evaluation and self-assessment. The Nominating and Corporate Governance Committee oversees this process.
G. Periodic Review of the Corporate Governance Guidelines
These guidelines shall be reviewed periodically by the Nominations and Corporate Governance sub-committee and the Board will make changes when appropriate based on recommendations from that sub-committee. |
Events Calendar
| « February 2012 » |
| S | M | T | W | T | F | S |
| | | 1 | 2 | 3 | 4 | | 5 | 6 | 7 | 8 | 9 | 10 | 11 | | 12 | 13 | 14 | 15 | 16 | 17 | 18 | | 19 | 20 | 21 | 22 | 23 | 24 | 25 | | 26 | 27 | 28 | 29 | | | | Upcoming eventsWednesday, February 1st, 2012: DDP Part II - The Board
DDP Part II - The Board More »Monday, February 6th, 2012: ME-IR Society & Palestine Chapter meet
ME-IR Society & Palestine Chapter meet More »Tuesday, February 14th, 2012: IPO Ready? Private Conference
IPO Ready? Private Conference More »Sunday, February 19th, 2012: Hawkamah Banking Insights Governance Programm
Hawkamah Banking Insights Governance Programme More »Sunday, February 19th, 2012: Banking Insights Governance Programme New
Banking Insights Governance Programme New More »Monday, February 20th, 2012: Hawkamah Banking Insights Governance Programm
Hawkamah Banking Insights Governance Programme More »Monday, February 20th, 2012: Banking Insights Governance Programme New
Banking Insights Governance Programme New More »Tuesday, February 21st, 2012: Insurance Insights Governance Program
Insurance Insights Governance Program More »Tuesday, February 21st, 2012: Insurance Insights Governance Programme New
Insurance Insights Governance Programme New More »Wednesday, February 22nd, 2012: Insurance Insights Governance Program
Insurance Insights Governance Program More »Wednesday, February 22nd, 2012: Insurance Insights Governance Programme New
Insurance Insights Governance Programme New More »Sunday, February 26th, 2012: Hawkamah Introduction to Corporate Governance
Hawkamah Introduction to Corporate Governance Part 1 More »Monday, February 27th, 2012: Hawkamah Introduction to Corporate Governance
Hawkamah Introduction to Corporate Governance Part 1 More »Wednesday, February 29th, 2012: JP Morgan Conference USA
JP Morgan Conference USA More »
|
