Board Calendar Clause Samples

Board Calendar a. To assist the Board in ensuring timely discharge of its duties each year, the Board may from time to time adopt a planning calendar which should at least include on it each year reports on strategic governance issues of the general nature set forth in Appendix A10. b. The planning calendar shall be developed by the Secretary in consultation with the Chair and the CEO with an aim for it to be tabled and adopted at the first Board meeting each financial year. Corporate Governance Charter | Version 2019 | Issue Date: 18/12/2019 Page 21 of 61 5 BOARD COMMITTEES‌‌‌‌ 5.1 Overall Board, Committee and key office bearer structure The Board, Committee and key officer bearer structure and accountability flows is set out in Appendix A3 to this Charter. 5.2 Committee structure a. The Board has established the following standing Committees to assist the Board in the performance of its responsibilities: • Audit Committee; • Risk Committee; • Nominations Committee; • Remuneration Committee. b. Other Committees may from time to time be established by the Board to deal with discrete functions or matters of special importance to the Group. c. For efficiency of operations, the Audit Committee and Risk Committee, and/or the Nominations Committee and Remuneration Committee, may comprise the same members. Where any such 2 Board Committees comprise the same members, such Committees may sit contemporaneously with one another discharging the functions and responsibilities of each Committee in parallel with one another, although in such cases discrete minutes for each Committee’s deliberations within the scope of its terms of reference should be prepared. 5.3 Committee terms of reference a. Each Committee has an approved charter and terms of reference under which authority is delegated by the Board. The charters and terms of reference for each standing Committee can be found in Appendices A5, A6, A7 and A8 to this Charter. b. A proforma template for the governance structure and procedural workings of each Committee (subject to the specific terms of reference and charter for each Committee) appears as Appendix A4. c. Generally, Committees have an advisory, reporting and recommending function only to the Board. The Board remains responsible for the exercise of power by the Committees, unless the Board has specifically delegated deliberative and/or executive power to the Committee and the Board believes on reasonable grounds in good faith and after making proper enquiry: • that the Comm...