- 01
The board must consist of between one and ten members, with a mandate that at least two-thirds of the directors maintain independent status.
- 02
Four standing committees—Executive, Audit, Compensation, and Corporate Governance—are required, each operating under its own written charter.
- 03
A mandatory clawback policy empowers the board to recover executive incentive compensation if payments were based on financial results linked to fraudulent or illegal conduct.
- 04
To align director interests with shareholders, a portion of all director compensation must be paid in company equity.
- 05
The Corporate Governance Committee is responsible for conducting annual board self-evaluations and affirmatively verifying the absence of material relationships between independent directors and the company.
- 06
The board is required to dedicate specific annual sessions to strategic planning and the succession of senior management.
- 07
The board holds the authority to restrict the number of outside directorships held by its members to mitigate conflicts of interest and time commitment concerns.