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Owner's Expectations Manual

9.3 Board and director expectations

9.3.1 Board charter

  • A board is expected to have a charter/code of practice to provide guidance to directors to assist them to carry out their duties and responsibilities effectively, and in accordance with the highest professional standards. A board charter should not be an exhaustive statement of obligations. If read in conjunction with the law applying to company directors and the constitution of the company, it should present a complete picture of the legal and ethical responsibilities imposed on directors, including any specific requirements arising from the business of the company and the wider sector in which it operates.
  • A sample list of contents for the charter/code of practice is set out in Annex 8. Some companies may choose to have separate documents; for example, covering board procedures in a charter and ethical behaviour in a code of conduct/ethics (Annex 9) that applies to the company as a whole. Whatever approach is chosen, the board's particular responsibilities and leadership role should be clearly stated. It is also best practice for the charter and other key governance documents to be disclosed to interested parties, preferably via the company's website.
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