The Agostini’s Group meets all of the requirements with respect to Corporate Governance and complies with all the legal regulations in Trinidad and Tobago. Our existing internal Company Regulations, in particular our Articles of Incorporation and Bylaws, incorporate all the principles that govern the management and supervision of our Company, including the necessary checks and balances in order to ensure good corporate governance.
Agostini’s Limited is committed to all its stakeholders and strives to serve the diverse interest of its Principals, Customers, Employees and Shareholders in a most satisfactory manner. This commitment is reflected in our operating businesses that focus on value creation, in a management culture that conforms to modern standards of corporate governance and in our Group’s policy of communicating transparency.
CORPORATE GOVERNANCE & NOMINATION COMMITTEE
A. TERMS OF REFERENCE, RESPONSIBILITIES AND AUTHORITY
1. To monitor best practices for governance worldwide and review the Company’s governance practices to ensure they continue to exemplify appropriately high standards of corporate governance.
2. To recommend to the Board for consideration and adoption :
Ø The membership and mandates of Board Committees
Ø The size and composition of the Board
Ø Suitable candidates for nomination as Non- Executive Directors
Ø Appointments to the Boards of Subsidiary, Affiliate and Associate Companies
Ø The communication process between the Board and Management
Ø Approval of the appointments of Executives to the Boards of companies outside the
Agostini’s Limited Group
3. To establish/review policies and procedures with respect to transactions between the Company, its subsidiaries and affiliates and Related Parties, Executive Officers and Directors.
4. To establish/monitor an appropriate Code of Conduct for the Company, its Executives, Managers and Employees and consider and deal with all matters of an ethical nature involving Executives and Non-Executive Directors.
5. To review as required and at least every two (2) years, the mandates and composition of Board committees.
6. To review the performance of Directors annually, but no later than October 31 of the calendar year.
7. To establish/monitor an appropriate procedure governing the trading in the Company’s securities by Directors and Officers.
8. To address any matter of Corporate Governance as delegated by the Board from time to time and to report to the Board on same.
9. To establish and be responsible for induction and ongoing training of directors.
10. To obtain independent professional advice, at the Company’s expense, and secure the attendance at Committee meetings of such third parties with relevant experience and expertise as it considers necessary.
11. To determine the manner type and frequency of reports it requires from management in
order to properly discharge it responsibilities.
B. COMPOSITION AND PROCEEDINGS
The Committee shall consist of such number of Directors as the Board shall determine from time to time; subject to a minimum of three (3) Non-Executive Directors.. Executive Directors/Officers will attend Committee Meetings by invitation of the Chair, as appropriate.
The quorum for a meeting of the Committee shall be two (2) members.
3. Appointment of Committee Chair
The Board shall appoint a Chair for the Committee from among its Members.
4. Appointment of Committee Members
Members of the Committee shall be appointed by the Board for a term of two (2) years, such appointments to be made at the Board Meeting following the Annual Meeting of the Company. Members of the Committee shall hold office until their successors are appointed, or until they cease to be Directors.
Vacancies shall be filled by the Board for the remainder of the current term of appointment of members of the Committee.
6. Presiding Officer
The Chair will preside at meetings of the Committee. In the absence of the Chair at any meeting of the Committee, one of the other members of the Committee present shall be chosen by the Committee to preside at that meeting.
7. Frequency of meeting
Meetings shall be held not less than twice a year.
8. Calling of Meetings
Meetings of the Committee shall be convened by the Secretary, at the request of the Chair or any two (2) members of the Committee.
9. Notice of Meetings
Notice of meeting of the Committee shall be sent by electronic mail at least 72 hours before the meeting to each member of the Committee at the member's electronic mail address. A Committee member may in any manner waive notice of a meeting of the Committee and attendance at a meeting is a waiver of notice of the meeting, except where a member attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.
10. Reporting of Committee Resolutions
The Committee shall report its resolutions by way of recommendations to the full Board for consideration and adoption at the next meeting of the Board following such meeting of the Committee.
The Committee shall keep minutes of its meetings, which will be presented to the Board.
The Secretary or, in the absence of the Secretary, an Assistant Secretary of the Company shall act as Secretary of the Committee.
Adopted by the Board: 6th August, 2014