"Corporate governance” refers to the oversight mechanisms and the way in which Klaspad is governed. The Board of Directors of Klaspad is elected by shareholders to supervise the management of Klaspad’s business and affairs with a view to enhancing long-term shareholder value. Corporate governance encompasses our processes and policies, how decisions are made and how the Klaspad deals with the various interests of, and relationships with, our many stakeholders, including shareholders, customers, employees and the broader community.
As a public institution, Klaspad recognises the need to adhere to best practices in corporate governance. Sound corporate governance policies and practices are important to the creation of shareholder value and maintaining the confidence of customers and investors alike.
Klaspad’s Corporate Governance Policies (the “Policies”) are designed to ensure the independence of the Board and its ability to effectively supervise management's operation of the company. The Policies are reviewed on an annual basis in the context of changing regulation and emerging best practices with a view to enhancing Klaspad's governance.
The Board of Directors
The Board's primary responsibility is to supervise the management of Klaspad’s business and affairs. The Board’s responsibility is one of stewardship. Senior management is accountable for implementing the Board’s decisions and responsible for directing Klaspad’s operations. The Board must provide effective governance over Klaspad’s affairs. In doing so it must strive to balance the interests of Klaspad’s diverse constituencies around the world, including its shareholders, customers, employees and the communities in which it operates. In all actions taken by the Board, the Directors are expected to exercise independent business judgment in what they reasonably believe to be in the best interests of Klaspad. In discharging that obligation, Directors may rely on the honesty and integrity of the CEO, its outside advisors and auditors.
The Board has the authority to fix the number of Directors, which should be in the range of 2 to 10, with the flexibility to increase the number of members in order to accommodate an outstanding candidate or the Board's changing needs or circumstances. Candidates for the Board shall be and recommended to the Board for approval, in accordance with guidelines approved by the Board, taking into consideration the overall composition and diversity of the Board and the areas of expertise that new Board members can offer.
Klaspad's shareholders elect Directors at the annual meeting each year. Between meetings, the Board may appoint additional members. Term limits set out the maximum period of time that directors can stand for re-election, and do not provide guaranteed tenure. The Board believes that its term limits provide an appropriate balance between experience and fresh perspectives. The Board’s term limits, combined with director independence assessments and the Board evaluation process, enable the Board to confirm that effective and independent-minded directors are nominated for election and allow the Board to properly conduct its succession planning.
The Board has approved the following term limits:
- Directors elected or appointed to the Board at the time of incorporation, 2016, may serve on the Board until they attain the earlier of age 70 or the completion of a ten year term from the date of incorporation, provided that if such Director has not completed a ten year term at age 70, their term will be extended for additional years in order to complete a minimum ten year term.
Majority Voting in Director Elections
In an uncontested election of Directors of Klaspad, any nominee for Director who is not elected by at least a majority (50% + 1 vote) of the votes cast with respect to his or her election (a “Majority Withheld Vote”) shall immediately tender his or her resignation to the Chairman of the Board of Directors following Klaspad’s annual meeting.
The Board shall consider the resignation offer and shall recommend to the shareholders whether or not to accept it. The Board shall be expected to accept the resignation absent exceptional circumstances which would warrant the applicable Director to continue to serve on the Board. In considering whether or not to accept the resignation, the Board will consider all factors deemed relevant by members of such Board including, without limitation, the stated reasons why shareholders “withheld” votes from the election of that nominee, the length of service and the qualifications of the Director whose resignation has been tendered, such Director’s contributions to Klaspad.
Any Director who tenders his or her resignation pursuant to this Policy shall not participate in the Board meeting, if he or she is a member of that Board, to consider the decision to recommend to the shareholders whether his or her resignation shall be accepted. However, if each member of the Board received a Majority Withheld Vote in the same election, or a sufficient number of Board members such that Board no longer has a quorum, then the independent Directors shall appoint a committee amongst themselves to consider the resignation offers and recommend to the shareholders whether to accept them. However, if the only Directors who did not receive a Majority Withheld Vote in the same election, all Directors may participate in the determination of whether or not to accept the resignation offers.
In the event that any Director who received a Majority Withheld Vote does not tender his or her resignation in accordance with this Policy, he or she will not be re-nominated by the Board of Directors.
The Board may adopt such procedures as it sees fit to assist it in its determinations with respect to this Policy.
Board Composition – Qualifications and Considerations
One of the Board's most important responsibilities is to identify, evaluate and select candidates for the Board. The Directors and CEO are charged with reviewing the qualifications of potential Director candidates and making recommendations to the whole Board. The Board believes that its membership should be composed of highly qualified directors who demonstrate integrity and suitability for overseeing the management of Klaspad. Factors considered by the Board in its review of potential candidates include:
- prominence in business, institutions or professions;
- residency in and familiarity with the geographic regions where Klaspad carries on business;
- integrity, honesty and the ability to generate public confidence;
- demonstrated sound and independent business judgment;
- knowledge of and experience with It or educational institutions;
- risk management experience;
- knowledge and appreciation of public issues and familiarity with local, national and international affairs;
- the ability to devote sufficient time to Board work;
- the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; and
- the competencies and skills that the Board considers each existing Director to possess.
The Board believes that its membership should be composed of highly qualified directors from diverse backgrounds, who reflect the qualities enumerated above. To support this composition as part of the Board to sound and effective corporate governance practices, the directors and CEO will, when identifying candidates to recommend for appointment or election to the Board:
- consider only candidates who are highly qualified based on their experience, expertise, perspectives, and personal skills and qualities;
- consider diversity criteria including gender, age, ethnicity and geographic background; and
- in addition to its own search, as and when appropriate from time to time, engage qualified independent external advisors to conduct a search for candidates who meet the Board’s expertise, skills and diversity criteria to help achieve its diversity goals.
- As part of its approach to Board diversity, the Board aspires to have at least 50% of its members be women.
Directors shall be knowledgeable and informed about the business of Klaspad, the regulatory environment in which Klaspad and its subsidiaries operate, and their duties and responsibilities as Directors.
Klaspad shall assist Directors in their education about Klaspad and their duties and responsibilities as Directors. New Directors are provided with written information about Klaspad and their duties and responsibilities as Directors to assist them in their education and meet with the Chairman and Chief Executive Officer, and other Executive Officers, as required. All Directors have access to seminars and presentations on aspects of Klaspad’s business and operations and are provided with opportunities to visit domestic and international operations. Management regularly updates the Board on changing regulation and practices related to corporate governance.
The Corporate Governance Committee will consider the following guidelines in determining whether a potential Director candidate is able to devote the requisite time and attention to Klaspad’s affairs, prior to the Board’s approval of the individual’s appointment or nomination for election. Existing Directors are also subject to these guidelines and prior to joining another public company board of directors, will be asked to review their existing board commitments with the Chair of the Corporate Governance Committee in order to assess whether the Director will be able to continue to devote sufficient time to Klaspad’s affairs.
The Corporate Governance Committee shall consider the following guidelines, which include Klaspad’s Board of Directors in the calculation, in reviewing public company directorships held by potential Director candidates or existing Directors:
- Directors who are CEOs or other senior executives of public companies should hold a maximum of two public company directorships, including membership on the board of the company at which the individual is CEO or a senior executive officer;
- Other Directors should hold a maximum of four public company directorships
The Board shall assess each Director’s or potential candidate’s other public company board commitments with reference to these guidelines. The Board shall also consider Directors’ private company directorships (held outside of their employment) in assessing whether the individual has the requisite time for Klaspad’s affairs. In doing so, the Board shall take into account the complexity of the other companies’ businesses, other roles a Director may undertake on such boards and the time commitment expected of the Director with respect to such boards. The Board has the discretion to determine, in certain circumstances, whether a Director candidate or existing Director is able to hold public company directorships which exceed these guidelines and will report decisions to the Board of Directors.
No Director of Klaspad shall sit on more than three audit committees of public company boards without the consent of the Board.
The Board also reviews interlocking board memberships to determine whether any common board memberships impair the ability of the involved Directors to exercise independent judgment as Klaspad Directors. No more than two Directors may sit on the same public company board without the consent of the Board.
No Director of Klaspad shall also be a member of the board of directors of an unaffiliated similar institution (which includes another learning system provider company or software company), without the prior approval of the Board and the confirmation of the CEO and Chairman and the Corporate Secretary.
Change in Directors' Principal Occupation
A Director who makes a change in principal occupation in relation to Klaspad must immediately offer to resign from the Board in order to give the Board the opportunity to review the impact of the change on the composition of the Board.
Board and Director Effectiveness
The Board shall conduct an annual review of its performance and may retain outside advisors to facilitate this annual review. Director peer evaluations shall be conducted every 2 years under the acceptance circumstance. The Board shall conduct an annual evaluation of its own performance. The results of these evaluations shall be summarised and presented to the Board which will then report on all these assessments to the shareholders. The Board may develop recommendations and/or an action plan, where determined necessary or desirable, to address issues raised as a result of such assessments, and will monitor the progress of the Board in addressing issues identified in the assessment process.
Attendance at Meetings
Directors are expected to attend meetings of Klaspad’s Shareholders, Board meetings on which they serve, and to spend the time needed to prepare for and to meet as frequently as necessary to properly discharge their responsibilities. Directors are required to attend a minimum of 75% of Board meetings held in a fiscal year. Those Directors who fail to meet this requirement must meet with the Chairman and CEO to discuss the reasons contributing to the Director’s attendance record and the Chairman will make a recommendation to the Board, as necessary, with respect to the Director’s continued role on the Board. In extraordinary circumstances where a significant number of special Board meetings are held in a fiscal year, the Chairman and CEO will consider extenuating circumstances that may prevent a Director from meeting the attendance requirement noted above and will report to the Board any exceptions to this requirement determined to be acceptable.
The Board recommends for shareholders approval a calendar of standard agenda items to be discussed at each meeting scheduled to be held over the course of the ensuing year. The Chairman and Chief Executive Officer, in consultation with the Corporate Secretary, shall establish the agenda for each Board meeting. Each Board member is free to suggest items for inclusion on the agenda or to raise subjects that are not on the agenda for that meeting. The non-management Directors shall meet in executive session at each Board meeting.
The Board is committed to always having a Non-Executive Chairman. The Board believes this structure is appropriate to ensure independent Board leadership and to have effective Board oversight of management.
Access to Management and Subsidiary Directors
Directors shall have full and free access to senior management and other employees of Klaspad. Contact or meetings can be arranged for Directors through the Chief Executive Officer, the Corporate Secretary or directly by the Director. The Board welcomes regular attendance at each Board meeting by senior management of Klaspad.
The Board determines the form and amount of Director compensation based on the recommendation of the Board following an annual review of Director compensation in the marketplace. Directors are required to hold a significant level of equity in Klaspad and as set out below, must take a significant portion of their compensation in shares or share equivalents.
Directors who are also officers of Klaspad are not compensated in their capacity as Directors.
Director Share Ownership
Directors are required to hold Klaspad common shares and/or director deferred share units (DDSUs) with a value of not less than £1000. This, however, will not be applicable to Non-Executive Directors although it is expected that they also take a minimum of £1000.00 worth of shares within one year of their joining the Board.
As the company grows the directors will endeavour to appoint various committees to form a strong executive management. The Human Resources Committee that shall review Klaspad’s senior level organisational structure and Klaspad’s management succession plan, including succession planning for Klaspad’s control function heads, at least once a year. The Risk Committee and Audit and Conduct Review Committee shall provide input to the Human Resources Committee on the succession planning for the control function heads that those Committees oversee.
The candidacy of all proposed Executive Officer appointments shall be reviewed by the Human Resources Committee and then submitted to the Board for approval. The Risk Committee may approve Executive Officer appointments in the period between Board meetings. All new senior management appointments shall be reported to the Board at least quarterly.
The Board shall review the mandates of Klaspad’s Executive Officers and job descriptions of the Chief Auditor, Chief Compliance and Regulatory Officer as established by the Human Resources Committee. These mandates shall define the duties, responsibilities and authority of the President and Chief Executive Officer and the other Executive Officers and control function heads of Klaspad. The Risk Committee shall also review the mandate for Klaspad’s Chief Risk Officer and the Audit and Conduct Review Committee shall review the mandate for Klaspad’s Chief Financial Officer and the job descriptions for the Chief Auditor, Chief Compliance and Regulatory Officer and Chief Anti-Money Laundering Officer, as set out in the Committees’ respective charters.
The Board shall have the authority to dismiss and replace the Chief Executive Officer if required as defined in the Articles of Association of Klaspad
Review Executive Performance
The Human Resources Committee shall annually assess the performance of the President and Chief Executive Officer and all other Executive Officers. In addition to this assessment, the Risk Committee shall assess the effectiveness of the Chief Risk Officer and the Audit and Conduct Review Committee shall assess the effectiveness of the Chief Financial Officer, Chief Auditor, Chief Compliance and Regulatory Officer and Chief Anti-Money Laundering Officer and the Committees shall convey their views on these assessments to the Human Resources Committee and management, in accordance with the Committees’ Charters. The Board Committees shall consider regulatory findings as part of their reviews of management.
The Human Resources Committee shall review and recommend to the Board for approval all material employee compensation and benefits plans and programs, including Klaspad’s employee pension plan. This review will include an assessment of whether Klaspad’s compensation plans are consistent with the sustainable achievement of Klaspad’s business objectives, the prudent management of its operations and the risks to which it is exposed, and will look for adherence to Klaspad’s processes, policies, procedures and controls.
The Human Resources Committee shall review and the Board shall approve the compensation for all Executive Officers, the Chief Auditor, Chief Compliance and Regulatory Officer and Chief Anti-Money Laundering Officer on an annual basis.
Oversee Strategic Management
The Board shall establish the business objectives of Klaspad, consider and approve Klaspad’s business strategy and its business plans for significant operations, and review those things at least once a year to ensure that the strategic plans remain appropriate and prudent in light of Klaspad’s current and anticipated business and economic environment, resources, risks and results. The Board shall obtain reasonable assurance, on a regular basis, that there is an ongoing and effective process in place for ensuring appropriate strategic management of Klaspad.
The Board shall frequently evaluate Klaspad’s actual operating and financial results against forecast results, in light of Klaspad’s business objectives, business strategy, and business plans.
Oversee Risk Management and Risk Management Function
A sound system of risk management is critical to the profitability and ongoing viability of Klaspad. Directors must understand the significant risks to which Klaspad is exposed. The Board shall establish appropriate and prudent risk management policies. The Risk Committee shall oversee and have regard to the independence of Klaspad’s risk management function by annually reviewing and approving: the mandate of the Chief Risk Officer and the Charter of the Global Risk Management Department; sufficient resources and budget for the Global Risk Management Department; and the organizational structure of the Global Risk Management Department. The Committee shall assess the Global Risk Management Department’s effectiveness and shall also periodically request independent reviews of the Global Risk Management Department and review the results of such reviews prior to reporting to the Board.
The appointment and removal of Klaspad’s Chief Risk Officer shall be approved by the Risk Committee. The Risk Committee is responsible for overseeing that the Global Risk Management Department has unfettered access and a functional reporting line to the Committee.
Disclosure and Communications
Klaspad is committed to providing timely, accurate and balanced disclosure of all material information about Klaspad and to providing fair and equal access to such information.
The Board requires that management has processes in place to support its policy of full, true, plain and timely disclosure of financial results, significant developments and other material information to appropriate stakeholders such as shareholders, regulators, employees, rating agencies, analysts and stock exchanges as and when applicable.