ESTABLISHMENT
The Board of Elite Diagnostics Limited (“the Company”) hereby establishes the corporate governance and compensation committee of the Board (“the Committee”), with all the powers and duties set forth herein and subsequent resolutions of the Board.
THE COMMITTEE’S PURPOSE
- The Committee’s purpose is to assist the Board in ensuring that its composition, structure, policies and processes meet all relevant legal and regulatory requirements, to strive to achieve global corporate governance best practice standards and to facilitate the Board and management’s objective of increasing the long-term value of the company. In particular to ensure that the Company complies with Rule 506 – Corporate Governance Guidelines of the Junior Market Rules of the Jamaica Stock Exchange as same may be amended from time to time.
- The Committee will assist the Board in fulfilling its fiduciary responsibilities relating to the fair and competitive compensation of the non-employee directors, executives and other key employees of the Company, and in connection with the administration of the general employee welfare plans of the Company.
COMMITTEE MEMBERSHIP
The Corporate Governance and Compensation committee shall consist of at least three members of the Board. Members of the Committee shall be appointed by the Board. All members of the Committee shall be non-executive directors chosen for their competence and experience and the majority shall be independent directors as so defined in the PSOJ Corporate Governance Code 2016. The Chairperson of the Committee shall be appointed by the Board of directors of the Company. Members of the Committee shall be appointed by the Board for a year at a time but can be reappointed for an unlimited number of times.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
In order to fulfil its purpose, the Committee shall have the following authorities and responsibilities:
This Terms of Reference will come into force upon its adoption by the Board of Directors, except where expressly mentioned otherwise. It can be amended at any time by a decision of the Board of Directors.
ADOPTED BY THE BOARD OF DIRECTORS ON THE DAY OF , 2018
ESTABLISHMENT
The Board of Elite Diagnostic Limited (“the Company”) hereby establishes the corporate governance and compensation committee of the Board (“the Committee”), with all the powers and duties set forth herein and subsequent resolutions of the Board.
THE COMMITTEE’S PURPOSE
- The Committee’s purpose is to assist the Board in ensuring that its composition, structure, policies and processes meet all relevant legal and regulatory requirements, to strive to achieve global corporate governance best practice standards and to facilitate the Board and management’s objective of increasing the long-term value of the company. In particular to ensure that the Company complies with Rule 506 – Corporate Governance Guidelines of the Junior Market Rules of the Jamaica Stock Exchange as same may be amended from time to time.
- The Committee will assist the Board in fulfilling its fiduciary responsibilities relating to the fair and competitive compensation of the non-employee directors, executives and other key employees of the Company, and in connection with the administration of the general employee welfare plans of the Company.
COMMITTEE MEMBERSHIP
The Corporate Governance and Compensation committee shall consist of at least three members of the Board. Members of the Committee shall be appointed by the Board. All members of the Committee shall be non-executive directors chosen for their competence and experience and the majority shall be independent directors as so defined in the PSOJ Corporate Governance Code 2016. The Chairperson of the Committee shall be appointed by the Board of directors of the Company. Members of the Committee shall be appointed by the Board for a year at a time but can be reappointed for an unlimited number of times.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
In order to fulfil its purpose, the Committee shall have the following authorities and responsibilities:
This Terms of Reference will come into force upon its adoption by the Board of Directors, except where expressly mentioned otherwise. It can be amended at any time by a decision of the Board of Directors.
ADOPTED BY THE BOARD OF DIRECTORS ON THE DAY OF , 2018