Principle 1 — Board of Directors

Rule 9.2.3

"Every Reporting Entity must have an effective Board of Directors ("the Board") which is collectively accountable for ensuring that the Reporting Entity's business is managed prudently and soundly."

9. The role of the Board is to provide leadership of the Reporting Entity within a framework of prudent and effective controls which enable risks to which the Reporting Entity is exposed to be identified, assessed and effectively managed.
10. The Board should set the Reporting Entity's business and strategic objectives and risk parameters, ensure that the necessary financial and human resources are in place for the Reporting Entity to meet those objectives, and review management performance in achieving those objectives and outcomes. For this purpose, the Board should:
a. determine the nature and extent of the significant risks it is willing to take in achieving the relevant strategic objectives; and
b. set the Reporting Entity's values and standards and ensure that its obligations to its stakeholders are clearly understood and met.
11. The Board should meet sufficiently regularly to discharge its duties effectively. There should be a formal schedule of matters specifically reserved for its decision.
12. The mandate, composition and working procedures of the Board should be well defined.
13. The annual report of the Reporting Entity should include a statement of how the Board operates and it should also set out the number of meetings of the Board.