Corporate Governance: Documentation and Framework

Summary

This practice note provides an overview of establishing, documenting and managing a corporate governance system. Establishing a written board mandate and code of ethics are the first steps. The note also looks at ongoing assessment of the board of directors and committees. Next, the note provides guidance on what powers the board can delegate to committees and related limitations. Understanding the scope of the board's delegation powers is key before moving on to the next topic in this note, which is establishing written mandates and timetables for board committees. The note provides an overview of a typical public company committee structure, together with detailed consideration of the rules and requirements for audit and disclosure committees.