Governance & Management
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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. 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. 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. 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. 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. |
