Connecting people and enhancing quality of life
Corporate Governance
Corporate Governance Guidelines provide a framework of authority and accountability to enable the Board of Directors and management to make timely and effective decisions that promote shareholder value while complying with applicable law and the Company’s commitment to ethical conduct, integrity and transparency.
The Board and management are committed to implementing these Guidelines and to making good governance integral to the culture of the Company.
Responsibilities of the Board
The Board’s primary responsibility is to supervise the management of City Group to foster the long-term success of the Company consistent with the Board’s responsibility to maximize shareholder value. The Board may delegate its responsibilities under these Guidelines to appropriate committees of the Board. Management is responsible for the development of an overall corporate strategy to be presented annually to the Board.
The Board participates in the strategic planning process and reviews in depth and approves the strategy, including the human, technological and capital resources on its implementation. The Board then monitors management’s execution of the strategy and its achievement of objectives.
To elaborate on the role of the Board beyond the scope of these Guidelines, the Board shall issue a Charter for the Board.
The Board then monitors management’s execution of the strategy and its achievement of objectives.
The Board approves the goals, strategies and objectives within which the Company is managed and oversees senior managements’ performance and compensation The Board may delegate its responsibilities under these Guidelines to appropriate committees of the Board.
Any responsibility not delegated to a committee of the Board or to management remains with the Board.
The Board participates in the strategic planning process and reviews in depth and approves the strategy, including the human, technological and capital resources on its implementation.
The Chair’s primary responsibility is to oversee the efficient operation of the Board and its committees and to set the tone at the top for the Board and its members to foster ethical and responsible decision-making.
The Chair of the Board shall be appointed annually by the Board from among those directors under any laws and regulations applicable to the Company and under any governance guidelines or listing standards of any stock or securities exchange upon which the securities of the Company are from time to time listed.
Each director is responsible for providing constructive counsel to and oversight of management, consistent with a director’s statutory and fiduciary obligations to the Company. Each director shall advance the interests of the Company and the effectiveness of the Board by bringing his or her knowledge and experience to bear on the strategic and operational issues facing the Company.
Each director shall enhance his or her familiarity with the Company and its business, people and competitive environment by preparing for and participating in meetings of the Board and its committees.
Each director shall comply with the Company’s Code of Business and Workplace Ethics
Each director shall attend all meetings of the Board and meetings of committees of the Board of which each director is a member in person or otherwise that permits all persons participating in the meeting to communicate with each other.
The City Group Co. Board comprises 5 Non-Executive Members plus an Independent Board Member and the positions of the Chairman of the Board and the Chief Executive Officer of the Company are held by separate individuals. While the Board oversees the management of the business, the President and Chief Executive Officer is responsible for the executive leadership and operational management of the Company.
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board/Committee Meetings are circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
Meetings are governed by a structured agenda. The Board members, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. All Agenda papers are circulated prior to the Board meeting.
The Board has plenary power. Any responsibility not specifically delegated to a committee of the Board or to management remains with the Board. The Board may delegate its responsibilities under these Guidelines to appropriate committees of the Board.
All other matters required to be placed before the Board for its review/ information/ approval under the statutes.The Chair of the Board shall be appointed annually by the Board from among those directors under any laws and regulations applicable to the Company and under any governance guidelines or listing standards of any stock or securities exchange upon which the securities of the Company are from time to time listed.
While the Board oversees the management of the business, Chief Executive Officer is responsible for the executive leadership and operational management of the Company.
The Chief Executive Officer’s primary responsibility is to lead the Company. The Chief Executive Officer and his management team formulate the Company’s proposed goals, strategies and objectives, and presents them to the Board for approval.
The Chief Executive Officer keeps the Board informed of the Company’s progress towards its goals and of all material deviations from the goals, strategies and objectives approved by the Board.The Chair of the Board shall be appointed annually by the Board from among those directors under any laws and regulations applicable to the Company and under any governance guidelines or listing standards of any stock or securities exchange upon which the securities of the Company are from time to time listed.
The Chief Financial Officer of the company also acts as the company secretary and is responsible for the collation, review and distribution of all the papers submitted to the board for its consideration. The company secretary is also responsible for the preparation of the agenda and convening of board meetings. The company secretary attends all the meetings of the board and its committees (except Nomination and Remuneration Committee), advises the board on compliance and governance principles and ensures appropriate recording of minutes of the meetings
Board Committees
Currently, there are three board committees, the terms of reference of which are determined by the board from time to time. Meetings of each board committee are convened by the board secretary upon receiving a request from the respective committee chairman. Matters requiring the board’s attention are placed before the board by the respective committee chairman. The composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below
- Nomination and Remuneration Committee
- Corporate Governance Committee
- Audit & Risk Management Committee
Management Committees
Currently, there are five Management Committees, the terms of reference of which are determined by the Corporate Governance Manual. Meetings of each Committee are convened by the respective Committee Chairman.
Management Committees are:
- Internal Executive Committee
- Revenue Task Force and Route Management Committee
- Supply Chain Management Committee
- Human Resource Committee
- Credit Committee
Company Policies
The Corporate Governance Committee has institutionalized several policies to act as a guide to the Board Members, Executive Management and employees in course of 2014. We give below a brief outline of the policies that were introduced in City Group in course of the year. It might be pertinent to add that these policies were always in existence in the company but have now been presented in a structured manner in the Corporate Governance Manual.
The purpose of this policy is to provide the Executive Management of City Group Co. with a systematic approach to differentiate related parties, for approved types of related party transactions, and for proper documentation of such transactions. All transactions involving Company and a related party shall be identified and undergo an exceptional review, approval and disclosure process as per the Delegation of Authority Matrix.
This Policy is a formal representation of the Company’s commitment to the highest standards of professional integrity, ethical behavior, transparency and fair dealing in the conduct of its business. It aims to provide a method of properly addressing bonafide concerns that Whistle Blowers might have, whilst offering them the necessary protection from victimization, harassment and/or disciplinary proceedings.
This policy commits the Company to conducting its business ethically, legally and in a manner that is fiscally, environmentally and socially responsible, while delivering sustainable value and strong financial performance. The Company is committed to maintaining the highest standards of honesty, integrity and fairness in all aspects of its business and expects the same in its relationships with all those with whom it does business.
The Company has adopted guidelines against trading on the basis of inside information as described in this memorandum, which prohibit trading based on material, non-public information regarding the company. The guidelines cover officers, directors, all other full-time and part-time employees and consultants of CGC, as well as family members of such persons, and others, in each case where such persons have or may have access to Inside Information.
The Board has drawn up a delegation of authority matrix to allow certain decision making authority to various levels of persons within both the Management and Board Committees. These pre-approved limits are linked to the value of transactions and are subject to internal verifications to ensure that the limits to the authority are not exceeded.