Thecg Efforts Award
The CG Efforts Award 2019
TheCG Efforts Award
The “The CG Efforts Award” is an initiative of the Capital Market Development Authority (CMDA) in collaboration with Corporate Maldives Private Limited and Maldives Stock Exchange Company Private Limited (MSE).
The award will be presentedto two separate companieswithin the Maldives Gold 100 list forthe two major company categories;
1) Listed and 2) Non-Listed.
The aim of this initiative is to encourage leading companies of Maldives to implement robust Corporate Governance practices within their organizations; to better understand its scope and appreciate the value that is created for all stakeholders.
APPLICATION FORM
Name: Click or tap here to enter text. Category: ☐ Listed☐ Non-Listed
Registration number: Click or tap here to enter text. Taxpayer ID: Click or tap here to enter text.
Registered address: Click or tap here to enter text.
Business address: Click or tap here to enter text.
Phone: Click or tap here to enter text. Fax: Click or tap here to enter text.
Email: Click or tap here to enter text. Website: Click or tap here to enter text.
Authorized capital: Click or tap here to enter text. Issued capital: Click or tap here to enter text.
Paid up capital: Click or tap here to enter text. Auditor: Click or tap here to enter text.
Corporate Governance Evaluation Scorecard
If required, please attach additional sheets with referenceto question number.
# / Key corporate governance mandatory principles under the CMDA CG code / Answer / Citation to attached documentation supporting answer (Dated between 01/10/2017 to 30/09/2018)/ Other Comments
YES / NO
Board Matters
1 / Rules/guidelines for effective conduct of board meetings are clearly established and followed. / ☐ / ☐ / Click here to enter text. /
2 / The board is of appropriate size to include directors with diverse expertise and experience to suit the requirements of the company. / ☐ / ☐ / Click here to enter text.
3 / The board comprises of well qualified directors with relevant skills and experience. / ☐ / ☐ / Click here to enter text.
4 / The board has a mix of executive, non-executive and independent directors. / ☐ / ☐ / Click here to enter text.
5 / At least half of the board is non – executive directors and majority of non – executive directors are independent directors. / ☐ / ☐ / Click here to enter text.
6 / The duties of the board directors collectively and individually are clearly established and communicated. / ☐ / ☐ / Click here to enter text.
7 / The frequency at which board meetings should be convened isestablished and followed. / ☐ / ☐ / Click here to enter text.
8 / The frequency of reconsideration of the board size and composition (qualification / skills of members, gender diversity) is decided and followed. / ☐ / ☐ / Click here to enter text.
9 / The rules for disclosure of conflict of interest are established and implemented. / ☐ / ☐ / Click here to enter text.
10 / The quorum of the board comprises a majority of non-executive or independent directors. / ☐ / ☐ / Click here to enter text.
11 / A board secretary is appointed, and his/her job duties include, ensuring conduct of board meetings according to the rules established for that purpose, proper record keeping of the board attendance, meeting minutes and resolutions etc.
The board secretary duties are clearly established and communicated. / ☐ / ☐ / Click here to enter text.
12 / Board has a Nomination & Remuneration Committee. / ☐ / ☐ / Click here to enter text.
13 / The Nomination & Remuneration Committee comprises of at least 3 directors, all of whom are non-executives, and the majority of non -executive directors including the chairman of the committee is independent. / ☐ / ☐ / Click here to enter text.
14 / The remuneration of directors and the top management is disclosed to the shareholders. / ☐ / ☐ / Click here to enter text.
15 / The board has an Audit & Risk Committee. / ☐ / ☐ / Click here to enter text.
16 / The Audit & Risk Committee comprises of at least 3 directors, all of whom are non-executives, and the majority of non -executive directors including the chairman of the committee is independent. / ☐ / ☐ / Click here to enter text.
17 / The terms of reference of the board committees are clearly established. / ☐ / ☐ / Click here to enter text.
18 / The frequency at which committee meetings must be convened is decided and followed. / ☐ / ☐ / Click here to enter text.
19 / The chairman and CEO roles are separated and the division of responsibilities between the chairman and the CEO is clearly established and set out in writing by the board. / ☐ / ☐ / Click here to enter text.
20 / The chairman meets the criteria of an independent director. / ☐ / ☐ / Click here to enter text.
21 / The board is evaluated for its effectiveness and a process of enhancing effectiveness is implemented following such evaluations. / ☐ / ☐ / Click here to enter text.
22 / The board performs evaluation of the executive directors and top management and this evaluation is formal and transparent. / ☐ / ☐ / Click here to enter text.
23 / Trainings for board directors are offered to enhance knowledge and skills. / ☐ / ☐ / Click here to enter text.
24 / Corporate Governance trainings and refresher sessions are offered / facilitated to directors. / ☐ / ☐ / Click here to enter text.
Management Matters
24 / The management is of appropriate size and comprises of people with relevant qualification / skills. Diversity of expertise is also ensured. / ☐ / ☐ / Click here to enter text.
25 / Management roles and responsibilities are clearly established in writing and communicated. / ☐ / ☐ / Click here to enter text.
26 / There is proper separation of functions and segregation of duties across the management the hierarchy. / ☐ / ☐ / Click here to enter text.
27 / A system for staff management (including processes for hiring, firing, appraisal, raising grievances, disciplinary measures & training) is established. / ☐ / ☐ / Click here to enter text.
Audit & Internal controls
28 / There is an internal audit function within the company. / ☐ / ☐ / Click here to enter text.
29 / The Audit & Risk Committee of the board appoints and removes the internal auditor. / ☐ / ☐ / Click here to enter text.
30 / The scope of work for the internal audit function covers all levels of the company hierarchy. / ☐ / ☐ / Click here to enter text.
31 / Internal audit function is independent of the management. / ☐ / ☐ / Click here to enter text.
32 / Internal audit has direct access / reporting lines directly to the Audit & Risk Committee of the board. / ☐ / ☐ / Click here to enter text.
33 / The adequacy and effectiveness of the internal control system is reviewed by the audit & risk committee. / ☐ / ☐ / Click here to enter text.
34 / Processes for external audit is established. / ☐ / ☐ / Click here to enter text.
35 / The appointment of the external auditor, remuneration and terms of engagement is reviewed by the Audit & Risk Committee. / ☐ / ☐ / Click here to enter text.
36 / The appointment of external auditors and remuneration is affirmed at a shareholders meeting. / ☐ / ☐ / Click here to enter text.
37 / The Audit & Risk Committee oversees the independence of the external audit process, approves the annual external audit plan and meets regularly with the external auditors to ensure an effective external audit process. / ☐ / ☐ / Click here to enter text.
38 / The frequency at which the external auditor should be rotated is decided and followed. / ☐ / ☐ / Click here to enter text.
39 / Internal control systems cover financial, operational & compliance controls, and risk management. / ☐ / ☐ / Click here to enter text.
40 / Internal controls policies are established by the board, and the Audit & Risk Committee monitors and make recommendations in relation to minimizing risk on a regular basis. / ☐ / ☐ / Click here to enter text.
39 / Systems/ mechanisms are in place to enable employees / management to raise concerns of any non – compliance, fraud or any other misdemeanour within the company. / ☐ / ☐ / Click here to enter text.
Shareholder Matters
40 / Systems/ mechanism are in place to engage in regular, effective communication with shareholders. / ☐ / ☐ / Click here to enter text.
41 / Systems/ mechanisms are in place to disclose financial and non - financial statements to the shareholders. / ☐ / ☐ / Click here to enter text.
CG Efforts / Initiatives / CSR / Highlights
Tell us about your CG Story! Why do you think your company deserves this Award? (Click here to enter text)DECLARATION
WE solemnly and sincerely declare that:
a)The information provided with this form is true and accurate.
b)WE declare that no legal action has been taken against the company the past two years for any breach of statutory compliance.
To be signed by Managing Director / CEO AND Chairperson.Name and address / ID / Designation / Signature
Click here to enter text.
Click here to enter text. / text / text
Click here to enter text.
Click here to enter text. / text / text
c)The Companyhas never been convicted of a crime in any country.
[ Company Seal]
Notes
Attach documents to support your answers and reference them in the allocated space (Dated between 01/10/2017 to 30/09/2018).
Additional information may be required from finalists after initial shortlisting.
Submit all documents via email to CMDA by 2pm,11/10/2018 ()
DOCUMENTS REQUIRED
- CompletedApplication form with Declaration
- Copy of Articles and Memorandum of Association
- Copy of registration certificate
- Copy of Tax registration certificate
- Copy of Directors Report (If available)
- Copy ofAudited Financial Accounts for the last 2 (two) years
- Brief Company profile and history
- CVs of Board Directors
- The Board, its committees and composition
- Organization structure
- Human resource strength and IT development/deployment plans (if any)
- Other relevant Documentationincluding evidences towards which claims have been made in the application, such aspolicies and measures toward ‘Complaints / Feedback’ handling mechanisms, Segregation, Risk management, Responsibilities, compliance, accountability, fairness, transparency, assurance, leadership, stakeholder management,related trainings, control mechanisms, references…etc.
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