Governance & Management

Attributes of   Board Members

            The  board is periodically   reviewed by  Governance Committee  to ensure  effectiveness. It is vital that   Board  members possess the appropriate skills and characteristics  to  make  successful  contributions.  We look into  all  relevant  criteria  to  develop / re-organize the board.  Board  members  are expected to have  required skills and  expertise   to  discharge  their duties, particularly  with respect to all of BET’s   strategy and operations.

The Board expects directors to be  highly dedicated,  sagacious,  and  selfless.  They must b aboveboard,  imbibe  BET’s  values and culture,   and must   possess   a deep understanding of  our  business.
The Board expects   its members to   carefully  prepare for  and  actively   participate in all Board and  relevant  committee meetings and the Annual General Meeting of Shareholders.  Our  Directors  must be  familiar with  BET’s   organization, management team and operations, in relation to  discharging  their  responsibilities.  To enhance relevant knowledge, BET  will  provide or pay for ongoing director education  to those who  will need it.

Retirement Age

             BET’s   adopted  retirement age is  75. This  will be flexible in  special cases, when  the   service of   highly potent  directors will be  essential  beyond 75.  

Directors Who Change Their Present Job Responsibilities

           The Board does not  require a director to  leave the board  when   a director’s job responsibilities  change.  However,  the director shall  tender  his resignation from the Board and all committees  as soon as   any material change in a director’s responsibilities (other than on account of retirement),  occurs.  After reviewing the  appropriateness of continued Board membership,  the Nominating & Governance Committee  will recommend whether the Board should accept or reject such   a  resignation.  Board will  have the final  decision  on that  matter.  
When the  President   or any other inside director resigns from his/her position, he/she should offer his/her resignation from the Board at the same time that he/she retires or resigns from  BET.  The Board will decide whether the person  should continue to serve as a director.

Board Compensation

            To  preserve  shareholder interests, the Board  has adopted a policy to   appropriately compensate outside director. It could be in the form of  either  equity or a fee.  The  Lead Director (or independent Chairman, if there is one) and the Chair of each of committee  are entitled  to  receive higher compensation than other directors;  in view of   their  efforts &  commitment  in  such positions. In addition, outside directors receive an additional fee for each committee on which they serve.
Inside directors are not eligible for any director compensation.

Ethics, Conflicts, and Board Conduct

            Board  members   shall  always  act in  accordance with  BET’s   Code of Business Ethics.  It is  applicable to all directors as well as all other BET  personnel. This includes, in particular but without limitation, strict  compliance with  BET’s   policies with respect to conflicts of interest, confidentiality, and ethical conduct in all business and personal dealings. Board members must be conscious about  possible conflicts of interest -  including anything that could  hamstring   their independence as a director under these Guidelines. They should  freely  air  any issues with the  President, the Chairman and the Lead Director, whenever  issues arise. If a significant conflict arises and  cannot be resolved, the director must  resign. The Board is  further committed to full disclosure in accordance with all applicable requirements of potential conflicts and any waiver approved by the Board.
BET’s  policy is not  to  make any loans or extensions of credit to directors.  Directors /  immediate family members  may provide personal services for compensation to the company,  other than Board compensation described elsewhere in these Guidelines.

Board Interactions with Third Parties

          Management speaks for  BET.  Individual directors may   meet /  communicate with  various parties that are involved with BET at the request of the management.  The President  &  Sr. VP   shall be the  key  spokespersons  for the company. The Chairman also will act as spokesperson for the company  on occasions when  his  position requires  him  to do so.

Performance Evaluation

        The Board conducts an annual performance  evaluation of its various   committees. This is done  by the  Nominating & Governance Committee by   using an evaluation questionnaire .  Chief Compliance Officer   manages this process. The Chairman of the Nominating & Governance Committee, the Chairman and the Lead Director, if any, will review the feedback and use the information to implement changes or improvements in the functioning of the Board.

Review of Corporate Governance Guidelines

         These Guidelines  are   periodically  reviewed by  the Nominating & Governance Committee.

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