to renewables than meets the eye - Channel Islands Stock Exchange

24 BULLETIN BOARD ISSUE 21 SPRING 2012
the New Code of
Corporate Governance
for Guernsey.
the Guernsey Financial Services Commission (the “Commission”) has introduced
a Code of Corporate Governance (the “Code”), which came into effect on 1 January
2012 and replaced the existing “Guidance on Corporate Governance in the Finance
Sector” dated december 2004.
the Code is intended to provide the
components of good corporate
practice against which the degree
of governance exercised by each company
may be assessed by the Commission and
also by shareholders. It is non-prescriptive
and is designed to allow companies to
adopt a corporate governance strategy
that is proportionate and appropriate
to the nature, scale and complexities
of their business and reflective of their
legal and operating structure. As such,
different companies may adopt different
approaches to meeting the Code.
the Code consists of eight
principles as follows:
principle 1
Companies should be headed by an
effective board of directors (the “Board”)
which is responsible for governance.
principle 2
Directors should take collective
responsibility for directing and
supervising the affairs of the business.
principle 3
All directors should maintain good
standards of business conduct, integrity
and ethical behaviour, and should
operate with due care and diligence and
at all times act honestly and openly.
CORpORATE GOVERNANCE
The Code applies to all companies
holding licences under Guernsey’s main
regulatory laws (banking, insurance,
investment and fiduciary), as well as
companies registered or authorised as
collective investment schemes. It does not
apply to partnerships (but will apply to
licensed general partners), to the boards
of foreign domiciled companies which
have a licensed branch in Guernsey or to
underlying investment holding companies
of collective investment schemes.
Companies subject to the Licensed
Insurers’ Corporate Governance Code
principle 4
The Board should have formal and
transparent arrangements in place
for presenting a balanced and
understandable assessment of the
company’s position and prospects and
for considering how they apply financial
reporting and internal control principles.
principle 5
The Board should provide suitable
oversight of risk management and
maintain a sound system of risk
measurement and control.
principle 6
The Board should ensure the timely and
balanced disclosure to shareholders and/
or regulators of all material matters
concerning the company.
are deemed to comply with the Code.
Similarly, companies which report against
the UK Corporate Governance Code or
the Association of Investment Companies
Code of Corporate Governance are
deemed to meet the Code.
The Code will apply in conjunction with
other corporate governance requirements
and does not in any way reduce or change
existing statutory obligations. Where the
Code is incompatible with existing law,
the relevant law will prevail.
principle 7
The Board should ensure remuneration
arrangements are structured fairly and
responsibly and that remuneration
policies are consistent with effective risk
management.
principle 8
The Board should ensure that satisfactory
communication takes place with
shareholders and is based on a mutual
understanding of needs, objectives and
concerns.