TERMS OF REFERENCE FOR THE BOARD OF DIRECTORS OF AGOSTINI’S LIMITED- ROLES & RESPONSIBILITIES
1. Applicability of Terms of Reference: These terms of reference shall apply to the Directors of Agostini’s Limited (AGL) and reflect the requirements of Trinidad & Tobago Law and Corporate Governance Code 2013.
2. The Board’s and Management’s Responsibilities: The key functions of the Board include setting the Company’s strategic objectives, approving the organization structure and executive appointments; approving the annual business plan and monitoring its performance; ensuring the adoption of and compliance with appropriate corporate governance practices; ensuring compliance with legal and regulatory requirements; identifying the principal business risks, ensuring implementation of appropriate internal controls; and, with the support of the Audit & Risk Committee, ensuring the integrity of the management information systems and financial reports. The Executive is responsible for implementing the Strategic Objectives, Plans and Policies of the Board, and for the day to day management of the Company.
3. Board Independence: All directors should bring an independent judgment to bear on issues of strategy, performance, and resources, including key appointments and standards of conduct.
4. Directors Training: Every director should receive appropriate training on the first occasion that the Director is appointed to the Board, and subsequently as necessary.
5. Board Meetings: The Board should meet regularly and have in place a formal schedule of matters specifically reserved to it for decision. Management has an obligation to provide the Board with appropriate and timely information, but information volunteered by management is unlikely to be enough in all circumstances, and directors should make further enquiries where necessary.
6. Board Committees: The Board may establish Board committees to carry out any of its functions and shall approve the Terms of Reference of such Committees. Committees include Corporate Governance and Nomination, Audit & Risk, and Human Resources & Compensation committees. The AGL Audit & Risk Committee will cover audit matters for companies within the Group which do not have their own audit committees, and have general oversight of audit matters for companies with their own audit committees.
7. Board Attendance and Participation: Board members are required to attend board and assigned board committee meetings regularly, and to prepare for and participate actively in meetings.
8. AGL Code of Ethics: Directors within the AGL Group are provided with the Code of Ethics on appointment and are required to observe the principles established in this code. Directors are required to confirm compliance with the Code once per year on the forms provided.
9. Conflicts of Interest: Directors are required to observe the provisions of the AGL Code of Ethics in relation to conflicts of interest. On appointment Directors are required to disclose to the Board, other Board directorships and business interests, and to update these once per year or more frequently in the event of changes. Directors arerequired to observe the AGL Group Disclosure of Interests Policy. Directors shall be absent from consideration of and refrain from voting on contracts between the director/ related person/entity and AGL (the Company).
10. Contracts with the AGL (the Company) and or any of its Subsidiaries:
10.1 Directors are required to disclose to the Board:
(ii) Any contracts or proposed contracts with the Company;
(iii) Any interest which such director has in any company or other entity or body that is a party to a contract or proposed contract with the Company;
(iii) Any interest which an associate of the Director may have in a contract or proposed contract with the Company, and shall indicate to the board the nature and extent of the Director’s interest.
10.2 Such disclosures are to be made:
(ii) At the meeting of the Board when the proposed contract is first considered or,
(iii) If the director was not then interested in a proposed contract, at the first meeting after he becomes so interested, or
(iii) If a person who is interested in a contract later becomes a director of AGL, at the first meeting after he becomes a director.
11. Insider Trading: Directors are required to observe insider-trading restrictions provided for by law and avoid trading in the securities of AGL when in possession of insider information. Directors are also required by law not to disclose (or tip) others on insider information. Directors are subject to criminal prosecution for breaches of insider trading provisions.
12. Directors’ Duties and Responsibilities
12.1 Fiduciary Duty: Every Director and Officer of the Company, in exercising his powers and discharging his duties, is required to act honestly and in good faith with a view to the best interests of the Company.
12.2 Duty of Care and Skill
12.2.1 Directors are required to exercise due care and diligence and skill, and in so doing to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, including but not limited to the general knowledge, skill and experience of the particular director.
12.2.2 A Director of a company shall not be in breach of his duties if the Director exercised due care, diligence and skill in the performance of the duty or believed in the existence of facts that, if true, would render the director’s conduct reasonably prudent.
12.2.3 A Director will be deemed to have acted with due care, diligence and skill where, in the absence of fraud or bad faith, the Director reasonably relied in good faith on documents relating to the Company’s affairs, including financial statements, reports of experts, or on information presented by other Directors or, when appropriate, other officers and professionals.
12.2.4 In determining what the best interests of the company are, a director should have regard to the interests of the company’s shareholders and employees and the community in which the company operates
12.2.5 The duties imposed on Directors are owed to the company alone (and not to individual shareholders).
12.3 Confidentiality: Directors are required to respect the confidentiality of the Company.
13. Board Evaluation: The Board is required to conduct an evaluation of its performance at least once in each year.
Adopted by the Board: Wednesday August 6th, 2014