Corporate Governance Principles

Corporate Governance Principles

The following principles have been approved by the board of directors and, along with the charters and key practices of the board committees, provide the framework for the governance of Bestway Group.

Role of Board and Management

Business is conducted by its employees, managers and officers, under the direction of the Chairman & Chief Executive Officer (CEO) and the oversight of the board, to enhance the long-term value of the Company for its shareowners. The board of directors is elected by the shareowners to oversee management and to assure that the long-term interests of the shareowners are being served.

Functions of Board

The board of directors has four scheduled meetings a year at which it reviews and discusses the performance of the Company, its plans and prospects, as well as immediate issues facing the Company. Directors are expected to attend all scheduled board meetings. In addition to its general oversight of management, the board also performs a number of specific functions, including: a. selecting, evaluating and compensating the CEO and overseeing CEO succession planning; b. providing counsel and oversight on the selection, evaluation, development and compensation of senior management; c. reviewing, monitoring and, where appropriate, approving fundamental financial and business strategies and major corporate actions; d. assessing major risks facing the Company and reviewing options for their mitigation; and e. ensuring processes are in place for maintaining the integrity of the Company - the integrity of the financial statements, the integrity of compliance with law and ethics, the integrity of relationships with customers and suppliers, and the integrity of relationships with other stakeholders.

Qualifications

Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the shareowners. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

Independence of Directors

A majority of the directors will be independent directors, as independence is determined by the board, based on the guidelines.

Board Committees

The board has established the following committees to assist the board in discharging its responsibilities:

  • Sales & Marketing
  • Procurement
  • Audit
  • Human Resource Management
  • Risk Management & Corporate Governance
  • Corporate Finance

Ethics and Conflicts of Interest

The board expects directors, as well as officers and employees, to act ethically at all times and to acknowledge their adherence to the policies comprising code of conduct set forth in the Company’s corporate manual.

Ethics and Conflicts of Interest

The board expects directors, as well as officers and employees, to act ethically at all times and to acknowledge their adherence to the policies comprising code of conduct set forth in the Company’s corporate manual.

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