Corporate Governance in Commonwealth Authorities and Companies

Better Practice
The majority of the CAC Board should be independent of both the management team
and any commercial dealings with the CAC.
The Board Chairperson should be independent of management.
Where a Board member finds that there is a personal conflict, that member should
formally declare the conflict and abstain from voting on the issue giving rise to the
conflict. The Board charter should have clear procedures for dealing with these
circumstances.
Directors should be actually involved in the development of the agenda for Board
meetings, and not just management and the CEO.
The independent members of the Board should meet separately of the CEO and
executive directors periodically.
Board Meetings
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Directors must devote the time and attention necessary to fulfil their obligations. As a
minimum, regular director attendance at Board meetings is important.
Board meetings are an essential element for good corporate governance and provide the
forum for Board decision-making. Directors can only properly discharge their
responsibilities if they meet regularly and collectively as a Board.
The effectiveness of Board meetings is dependent on carefully planned agendas and
providing board papers and materials to directors sufficiently prior to Board meetings. It
is also important that minutes accurately record outcomes from meetings.
Better Practice
The Board should meet regularly, say at least every two months.
Directors should be given adequate notice of meetings.
Agenda items, including availability of discussion material, should be provided prior to
Board meetings to enable informed discussion by directors.
Minutes of meetings should accurately record decisions taken by the Board.
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CORPORATE GOVERNANCE IN COMMONWEALTH AUTHORITIES AND COMPANIES
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