CmaBylaw
Executive Bylaws
2-3 Members of a Board of Directors Shall Include Independent Members so that They Can Exercise their Unfettered and Independent Judgment under No Pressures or Obstacles Of Module Fifteen: Corporate Governance
Section: Chapter Two: Rule I: Construct a Balanced Board Composition
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Wednesday, 15 February 2017
A company Board must include independent members who shall be assigned advisory tasks in regards to various activities of the company. This shall help the board take valid resolutions which contribute to the fulfilment of company interests. Board must include one independent member at least, and not exceeding half the number of Members of a Board of Directors at most. Below are the controls of independent members: 1. Independency, which is considered void in case of any of the following, for example and without limitation: a. The member holds 5% or more of the company Shares, for which he is nominated or represented. b. To have first degree relation with any of the Members of a Board of Directors or executive management members in the company or any other company in its Group or the relevant main parties. c. To be a Members of a Board of Directors in any company of the Group. d. To be an employee in the company or any company in the Group or for any of the Stakeholders. e. To be an employee for corporate entities who own Control shares in the company. 2. The independent member must have qualifications, experiences and technical skills which are constituent with the company’s activity.
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