Board Operations

Board Agenda

           The   President will work with the Board to set   the agenda for all   Board meetings. Board members may suggest items to be included   in the agenda.

Board Materials Distributed in Advance

         All critical   Information and data   necessary for the   Board to   understand the business, and any agenda items will be   distributed to Board members at least ten days before the meeting . Highly confidential / sensitive information will not be circulated. They will   be discussed at the meeting.

Board Access to Senior Management

        Board members have easy   access to any member of BET   management or any BET   employee. However, board members will ensure that any such contact   is not distracting to the business operations.

        The Board’s policy is   to   encourage management to bring into Board meetings BET   personnel who   can provide additional insight into the discussion topics owing to either   the   persons’ expertise /   involvement in these areas   or his   future potential to become a highly valuable contributor.

Board Access to Advisors

       The Board can - in conjunction with the President & Sr. VP - seek to retain (either on a regular basis or in specific circumstances in their discretion) at the company’s expense, any financial, legal, compensation or other experts or advisors deemed necessary or appropriate to properly exercise their responsibilities.

BOARD COMMITTEES

Number and Structure of Committees

The Board  will have   the following four standing committees: Audit Committee, Nominating & Governance Committee, Compensation Committee and Finance Committee. Each standing committee will have a written charter, approved by the Board,   describing  the committee’s general authority and responsibilities.

Assignment of Committee Members

The Board  will- in conjunction with  President & Sr. VP -   assign  Board members to various committees and will consider the skills and qualifications of each director, as well as the interests of individual directors, in making assignments.
The membership of the Audit Committee, Nominating & Governance Committee and Compensation Committee will include only independent directors pursuant to  respective  standards.

Frequency and Length of Committee Meetings

The Chairman of each committee, in consultation with committee members, will determine the frequency and length of the meetings of the committee.

Committee Agenda

The Chairman of each committee, in consultation with the appropriate members of management and staff, will develop the committee’s agenda. The committee agenda and meeting minutes of each committee will be shared with the full Board.

COMMUNICATING CONCERNS TO THE BOARD

BET   has   several means for interested parties to communicate concerns about the company’s conduct or practices to the Board. If the concern relates to the company’s business ethics or conduct, financial statements, accounting practices or internal controls, the concern may be submitted to the Chairman of the Audit Committee, and Chief Compliance Officer. All such concerns will be  carefully   reviewed.  BET’s  Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern in good faith. If anyone nonetheless prefers to raise his/her concern in an anonymous manner, he/she may do so. The company also has established internal mechanisms for communicating concerns or questions to the company’s compliance office.  

The   Guidelines  will be posted  on the company’s website. The Board solicits comments and suggestions on these Guidelines; they may be directed to the Board   or  President / VP.

 

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