|In order to fulfil their responsibilities, directors should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities.|
This Principle stresses the importance of having complete, adequate and timely information to support the Board and directors in making informed decisions and discharging their responsibilities.
The Guidelines describe:
- Management’s duty to provide complete and adequate information to the Board on a timely manner (Guideline 6.1).
- The type of information that should be routinely provided to the Board (Guideline 6.2).
- The role and duties of the company secretary (Guideline 6.3).
- The appointment and removal of the company secretary (Guideline 6.4).
- The requirement for procedures to allow directors to seek independent professional advice at the company’s expense (Guideline 6.5).
Management has an obligation to supply the Board with complete, adequate information in a timely manner. Relying purely on what is volunteered by Management is unlikely to be enough in all circumstances and further enquiries may be required if the particular director is to fulfil his duties properly. Hence, the Board should have separate and independent access to Management. Directors are entitled to request from Management and should be provided with such additional information as needed to make informed decisions. Management shall provide the same in a timely manner.
Information provided should include board papers and related materials, background or explanatory information relating to matters to be brought before the Board, and copies of disclosure documents, budgets, forecasts and monthly internal financial statements. In respect of budgets, any material variance between the projections and actual results should also be disclosed and explained.
Directors should have separate and independent access to the company secretary. The role of the company secretary should be clearly defined and should include responsibility for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Under the direction of the Chairman, the company secretary's responsibilities include ensuring good information flows within the board and its board committees and between Management and non-executive directors, advising the Board on all governance matters, as well as facilitating orientation and assisting with professional development as required. The company secretary should attend all board meetings.
The appointment and the removal of the company secretary should be a matter for the Board as a whole.
The Board should have a procedure for directors, either individually or as a group, in the furtherance of their duties, to take independent professional advice, if necessary, and at the company's expense.