These Corporate Governance Guidelines are established by the Board of Directors of ConnectedSky Legal & Corporate Consultants Limited (hereinafter referred to as “ConnectedSky”) to provide a structure within which our directors and management can effectively pursue Company’s objectives for the benefit of its stockholders. The Board intends that these guidelines serve as a flexible framework within which the Board may conduct its business, not as a set of binding legal obligations. These guidelines should be interpreted in the context of all applicable laws, ConnectedSky’s charter documents and other governing legal documents and company policies.
Principal Duties of the Board of Directors
- To Oversee Management and Evaluate Strategy. The fundamental responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of ConnectedSky and its stockholders. It is the duty of the Board to oversee management’s performance to ensure that ConnectedSky operates in an effective, efficient and ethical manner. The Board also evaluates ConnectedSky’s overall strategy and monitors ConnectedSky’s performance against its operating plan and against the performance of its peers. Additionally, the Board has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. The Board is responsible for oversight of strategic, financial and execution risks and exposures associated with ConnectedSky’s business strategy and other current matters that may present material risk to ConnectedSky’s financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures. Directors are expected to invest the time and effort necessary to understand ConnectedSky’s business and financial strategies and challenges. The basic duties of the directors include attending Board meetings and actively participating in Board discussions. Directors are also expected to make themselves available outside of board meetings for advice and consultation.
- To Evaluate Performance and Compensation. At least annually, the CEO will evaluate the performance of the officers and employees. He will review and evaluate the compensation plans, policies and programs for officers and employees to ensure they are appropriate, competitive and properly reflect ConnectedSky’s objectives and performance.
- To Review Management Succession Planning. The CEO will review at least annually and recommend to the Board plans for the development, retention and replacement of executive officers and employees of ConnectedSky.
- To Evaluate Employees. The CEO will review at least twice a year the officers and employees of ConnectedSky through a purposely-drafted evaluation form.
- To Monitor and Manage Potential Conflicts of Interest. All members of the Board must inform the Chairman of the Board of all types of transactions between them (directly or indirectly) and ConnectedSky as soon as reasonably practicable even if these transactions are in the ordinary course of business.
- To Ensure the Integrity of Financial Information. The Audit Committee of the Board evaluates the integrity of ConnectedSky’s accounting and financial reporting systems, including the audit of ConnectedSky’s annual financial statements by the independent auditors, and that appropriate disclosure controls and procedures and systems of internal control are in place.
Directors are expected to prepare for, attend, and contribute meaningfully in all Board and applicable committee meetings in order to discharge their obligations. Consistent with their fiduciary duties, directors are expected to maintain the confidentiality of the deliberations of the Board and its committees.
1. Frequency of Board Meetings. Regular meetings of the Board shall be held at such times and places as determined by the Board. There will be at least one regularly scheduled meeting of the Board each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. Provided that so long as the Company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the Directors shall appoint. All general meetings other than annual general meetings shall be called extraordinary general meetings. An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least, and a meeting of the Company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days' notice in writing at the least.
- Attendance at Board Meetings. To facilitate participation at the Board meetings, directors may attend in person, via telephone conference or via video-conference. Materials are distributed in advance of meetings.
- Other Commitments. Each member of the Board is expected to ensure that other existing and future commitments, including employment responsibilities and service on the boards of other entities, do not materially interfere with the member’s service as director. The members of the Board cannot have more than five (5) public company board memberships, including membership on the ConnectedSky Board.
- Board Access to Management. Members of the Board will have access to ConnectedSky’s management and employees as needed to fulfill their duties. Furthermore, the Board encourages management to, from time to time, bring managers into meetings of the Board who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) are managers with future potential that senior management believes should be given exposure to the Board.
- Code of Conduct. ConnectedSky has adopted a Code of Conduct to provide guidelines for the ethical conduct by directors, officers and employees. The Code of Conduct is posted on ConnectedSky’s website.
- Engaging Experts. The Board and each committee of the Board will have the authority to obtain advice, reports or opinions from internal and external counsel and expert advisers and will have the power to hire, at the expense of ConnectedSky, legal, financial and other advisers as they may deem necessary or appropriate, without consulting with, or obtaining approval from, management of ConnectedSky in advance.
The Board develops and maintains a process whereby the Board, its committees and its members are subject to annual evaluation and self-assessment.
Periodic Review of the Corporate Governance Guidelines
These guidelines shall be reviewed periodically and the Board will make appropriate changes based on recommendations from special Committee.