Corp Gov Assessment Question Title * 1. This assessment tool is comprised of six (6) key areas of corporate governance and based on the Maturity Framework Guide. These key areas are based on applicable legislation and most widely accepted international principles.The key areas are further broken down into twenty-four (24) indicators and presented to you in this assessment tool. For each indicator presented please indicate which option best suits your organisation’s corporate governance level. Please circle/highlight the best option for your organisationThe assessment tool has been designed for four (4) organisation types.Please indicate the type of organisation you represent: CSOs / NGOs Closely Held Companies Listed Companies State Owned Companies Question Title * 2. Organization Name: There are 24 Indicators used in this assessment tool. For each indicator you are provided with statements - each representative of the 4 different levels of corporate governance. You are asked to choose the statement that best represents policies and procedures implemented within your organisation. Question Title * 3. Indicator 1: Division of Roles Certification of incorporation under the Companies Act or Act of Parliament as a Non-Profit Company and Articles of Incorporation. Approved constitution and by-laws of the organisation. Functioning Board of Directors and committees with clear responsibilities from Management Disclosure of corporate governance practices as per National Governance or International Code/Guidelines. None of the Above Question Title * 4. Indicator 2: Duty of Care The duty of care is embodied in the company’s articles or charter, and or the board articles or charter The induction of directors indicate that decisions should be taken on a fully informed basis and with due diligence The board makes it clear to management what information is needed for its decision-making. There is a formal schedule on what information the board receives and is provided. ALL of the following advanced governance practice conditions are fulfilled: - Board decisions are subject to full debate and open discussion; the Chair recognises responsibility for fully informing the Board & proactively provides relevant information; All Board decisions are laid out in advance in the meeting agenda with specific questions to be answered with supporting docs; Time in advance is allowed for study and consideration. Requests by board members for additional information are respected. None of the above Question Title * 5. Indicator 3: Duty of Loyalty The duty of loyalty is embodied in the organisation’s/board’s articles or charter. Board Members are informed and aware of their legal and fiduciary duties under the Companies Act. Board focuses explicitly on the best interest of the company when making decisions. Proactive steps taken, there is a written policy for related party transactions and dealing with conflict of interest Proactive steps taken to monitor and ensure compliance with Board policies, company loyalty is practiced and preserved None of the above Question Title * 6. Indicator 4: Appropriate Composition The CSO recognizes that the board needs appropriate technical and behavioural competencies as well as relevant experience to best fulfil its responsibilities. The board has conducted a gap analysis of the competencies it needs. Board not only conducts board performance evaluations but also uses these to systematically recruit / retain directors. None of the above Question Title * 7. Indicator 5: Choosing Directors There is an understanding of the required skills/competencies and experience on the board The process of nomination is based on appropriately identified criteria that directors require to be on the board Formal written processes have been developed to ensure board member selection is based on merit. None of the above Question Title * 8. Indicator 6: Independence for Oversight There is the recognition that the board should have non-executive directors Directors are consistent in providing independent and objective perspectives in the decision-making process. The majority of board members are non-executive directors None of the above Question Title * 9. Indicator 7: Number of Directors Three (3) directors appointed A decision on board size has been made and is contained in the minutes A decision on appropriate board size has been made, and movement in the right direction has begun The board has at least seven (7) seven members and does not exceed fifteen ( 15) members None of the above Question Title * 10. Indicator 8: Directing, Delegating and Monitoring 8.1: Reviews and guides corporate strategy as proposed by management Responsibility formally specified in an adopted document Board minutes reflect these responsibilities being actively fulfilled Optimizing company performance drives formal board decisions None of the above Question Title * 11. Indicator 8: Directing, Delegating and Monitoring 8.2: Reviews and guides major plans of action including annual budgets and/or business plans Responsibility formally specified in an adopted document Board minutes reflect these responsibilities being actively fulfilled Optimizing company performance drives formal board decisions None of the above Question Title * 12. Indicator 8 -Directing, Delegating, Monitoring8.3: Agrees and sets performance objectives with management and monitors management’s implementation plans. Responsibility formally specified in an adopted document Board minutes reflect these responsibilities being actively fulfilled Optimizing company performance drives formal board decisions None of the above Question Title * 13. Indicator 8 - Directing, Delegating, Monitoring8.4 Monitors the effectiveness of the company’s governance practices Responsibility formally specified in an adopted document Board minutes reflect these responsibilities being actively fulfilled Optimizing company performance drives formal board decisions None of the above Question Title * 14. Indicator 9: Risk Oversight and Board Audit Company has internal controls and risk oversight Audit committee established with written Terms of Reference Majority of audit committee members are non-executive directors ALL members of the audit committee are independent, financially literate; committee has formal written policies, meets frequently to fulfil its responsibilities including oversight of the external audit, internal audit, and assures itself that appropriate systems of control and risk management are in place. Question Title * 15. Indicator 10: Internal Audit The company has an independent audit function. Professional advisors are engaged to advise on risk and systems of internal controls. The company has an internal auditor with an unfettered direct reporting relationship to the audit committee The committee is fully staffed by independent directors with significant financial expertise None of the above Question Title * 16. Indicator 11: Conflict of Interest Where there is a possible or perceived conflict of interest directors are understood to disqualify themselves from those decisions. Written conflict of interest policy exists ( for board and organisation) Active checks on conflicts of interest is a routine board practice and this fact is recorded in the minutes Monitoring and enforcement of potential and real conflict of interest policies by independent board members None of the above Question Title * 17. Indicator 12: Compliance Function The company has written compliance manual/policies Monitoring reports submitted by management to the Board make reference to the compliance function in relation to the management risk The board actively reviews the performance of the compliance function and conclusions were recorded in minutes None of the above Question Title * 18. Indicator 13: Whistle Blower Policy The company has a written whistle-blower policy The whistle blower policy ensures that whistle-blower are protected from retribution and that they remain confidential The board oversees the whistle-blower policy and the systems in place to collect information and protect whistle-blowers. The policy permits divulgation of unethical or illegal practices to an outside body. None of the above Question Title * 19. Indicator 14: Separation of Chairman and CEO The separation of roles has been considered The roles of the chair and the executive are separated None of the above Question Title * 20. Indicator 15: Frequency of Meetings Board meetings are held as prescribed in the company’s by-laws. Board meets a minimum of 4 times per year. It does not meet more frequently than monthly. The length of board meetings are such that all issues are covered in appropriate detail. Meetings are regular and according to a predictable schedule. None of the above Question Title * 21. Indicator 16: Induction Implied in Duty of Care ( Section 99 of the Companies Act) The company provides basic background information for new board members to assume their new roles and begin operating immediately Induction is formalised with a package of key information required for new board members to step into their new role. Induction training covers the basic information on the company, its structure & business, strategic challenges, main future goals, projects etc. New board members should have the ability to interview executives, staff and key functions such as internal and external audit at their discretion and in the absence of management. Information requests of new board members are complied with None of the above Question Title * 22. Indicator 17: Board Charter and Committee Terms of Reference The Board has policies and procedures. In some cases there are basic charters, however, not all policies and procedures are always formalised. Basic policies and procedures are embodied in board charters and committee terms of reference. Related party transaction policies, board ethics codes etc. are in place Systems are in place to ensure that policies and procedures are respected. A corporate secretary is tasked with actively making sure that charters are compliant with the law and up to date. Systems are in place to ensure that policies e.g. board ethics code, are complied with. None of the above Question Title * 23. Indicator 18: Code of Ethics The organisation has a code of ethics that applies to both staff and board. The code of ethics is actively enforced by the organisation and monitored by the Board There is a strong ethics culture. The board annually reviews its ethics code and compliance mechanisms to enforce ethical behaviour. None of the above Question Title * 24. Indicator 19: Evaluation The board has had explicit deliberation on the importance of Corporate Governance Board minutes reflect deliberation of what to undertake as a result of corporate governance evaluation The evaluation/plan has become an annual process. Minutes reflect the board’s deliberation in relation to its formal evaluation of governance at least annually None of the above Question Title * 25. Indicator 20: Disclosure Disclosure to applicable regulatory guidance Meeting International Standards of Accounting & Reporting (ISAR) guidelines Not only best practice, but responsive to issues of importance of stakeholders, members, donors, sponsors, benefactors. None of the above Question Title * 26. Indicator 21: Accounting Standards Company complies with national standards and is able to produce annual statements on a timely basis The board and or audit committee have considered appropriate accounting standards Proper systems are in place for compiling IFRS statements as well as trained staff. Financial reports are compiled according to IFRS Financial reports are compiled according to IFRS. The audit does not have any qualified opinions None of the above Question Title * 27. Indicator 22: Auditing Standards Financial Reports are audited according to International standards of Auditing (ISA). The audit is conducted annually Audit conducted by well-known and respected auditor Audit conducted under independent auspices of audit committee None of the above Question Title * 28. Indicator 24: Annual Shareholders Meeting AGMs are held within 15 months of each other AGM is genuine forum for discussion and decision making AGM with timely information and proxy voting available None of the above Done
