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D.3.1

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 Code and disclosure in the Corporate Governance Report.