A.CORPORATE PURPOSE, STRATEGY AND GOVERNANCE
A.1 Corporate strategy, business model and culture
An issuer should be headed by an effective board which should assume responsibility for its leadership and control and be collectively responsible for promoting its success by directing and supervising its affairs. Directors should take decisions objectively in the best interests of the issuer.
The board should establish the issuer’s purpose, values and strategy, and satisfy itself that these and the issuer’s culture are aligned. All directors must act with integrity, lead by example, and promote the desired culture. Such culture should instil and continually reinforce across the organisation values of acting lawfully, ethically and responsibly.
The directors should include a discussion and analysis of the group’s performance in the annual report, an explanation of the basis on which the issuer generates or preserves value over the longer term (the business model) and the strategy for delivering the issuer’s objectives.
Note: An issuer should have a corporate strategy and a long term business model. Long term financial performance as opposed to short term rewards should be a corporate governance objective. An issuer’s board should not take undue risks to make short term gains at the expense of long term objectives.
A.2 Corporate Governance Functions
The board is responsible for performing the corporate governance duties. It may delegate the responsibility to a committee or committees.
The terms of reference of the board (or a committee or committees performing this function) should include at least:
(a) to develop and review an issuer's policies and practices on corporate governance and make recommendations to the board;
(b) to review and monitor the training and continuous professional development of directors and senior management;
(c) to review and monitor the issuer's policies and practices on compliance with legal and regulatory requirements;
(d) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; and
(e) to review the issuer’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report.