Corporate Governance Guidelines

Corporate Governance Guidelines

The Board of Directors (the “Board”) of Ewaan Global Residential Company (the “Company”) has adopted the following corporate governance guidelines to provide a framework for the effective governance of the Company in an effort to enhance long-term shareholder values.The Board intends to review these guidelines and other aspects of corporate governance from time to time and shall make changes as it deems necessary.

Board Responsibilities

The primary responsibility of the Board is to provide effective governance over the Company’s affairs for the benefit of its shareholders, and to balance the interests of its clients, employees, suppliers and local communities. In all actions taken by the Board, the directors will be expected to exercise their business judgment in what they reasonably believe to be in the best interests of the Company. In discharging that obligation, directors may rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors.

The Board’s Main Roles

The following functions are the common recurring activities of the Board in carrying out its responsibilities. These functions are set forth as a guide with the understanding that the Board may diverge from this guide as appropriate, given the circumstances: 

Leadership and Direction 

• Define the vision and values of the organization and ensure that these are implemented and upheld. 
• Define the direction of the business. 
• Ensure clear accountabilities and communications within the Company and monitor its activities. 
• Create a positive environment that fosters constructive challenges to assumptions about the business. 
• Review the Board’s composition, performance and succession plans regularly. 
• Appoint (and if necessary remove) the Chair.

Approve the Strategic Direction and Objectives of the Company and Monitor its Implementation  

• Set the key strategic objectives and outcomes required. 
• Drive the development of the business plan, provide constructive challenge and ensure its effectiveness. 
• Approve an annual business plan and budgets – for both revenue and capital expenditure and financial strategy – that support the achievement of the corporate strategy and plan. 
• Establish a framework for the approval and regular review of policies and plans to achieve business objectives. 
• Ensure that all assets are managed efficiently and effectively, and that capital is properly utilized, so as to maintain long-term viability and sustainability of the Company and its assets.  Oversee major capital expenditure, acquisitions and divestitures.

Risk Management 

• Establish and oversee a framework for the identification, management and review of risks, including agreeing risk capacity and tolerance. 
• Identify the principal risks of the Company’s business and ensuring implementation of appropriate systems to manage those risks. 
• Contribute to the review and evaluation of strategic risks and receive regular reports on these and emerging risks. 
• Ensure that a positive culture for managing opportunities, threats and uncertainties is embedded throughout the Company. 
• Determine policies and decisions on all matters that might create a significant financial or other type of risk to the Company. 
• Demonstrate in the strategy document that it is able to proactively identify and understand significant risks that the Company faces in achieving its objectives through its business strategies and plans.

Set the Internal Controls Framework and Monitoring Them 

• Set a written policy that covers conflict of interests for the board members, executive management and shareholders, and which should include any misuse of the assets of the company and any misconduct resulting in from related party transactions. 
• Ensure adequacy of the Company’s financial and accounting systems, including the systems of preparing the financial reports. 
• Ensure the implementation of internal controls relating to risk management through general identification of significant risks faced by the Company, and present them in a transparent manner.  Review the effectiveness of the company’s internal controls regularly and yearly. 

Performance monitoring 

• Regularly review and monitor performance in relation to plans, budgets, controls and decisions. 
• Obtain and consider performance information in relation to customer and stakeholder feedback, and benchmark against comparable organizations and activities.

Reporting Company’s performance 

• Obtain assurance that the business affairs are conducted lawfully and in accordance with generally accepted and specific standards of reporting, performance and probity. 
• Ensure that the Company complies with all relevant regulatory requirements.

Commitment 

• Give time and commitment to attend meetings.  
• Show commitment to read papers in advance and evaluate information provided. 
• Make effective contributions to the decision-making process.

Corporate Governance  

The Board of directors should set the corporate governance system within the Company which should not conflict with CMA laws & regulations; also they should monitor its effectiveness and adjust it as and when deemed necessary.

Ambassadorial role 

• Promote the Company key events and other meetings, and establish constructive, high-quality relationships with key current and potential partners and stakeholders, both internal and external, as required. 
• Monitor and safeguard the Company’s reputation and work towards enhancing it.

 Executive and management arrangements 

• Appoint (and, if necessary, dismiss) the Chief Executive officer and approve his/her salary, benefits and terms of employment. 
• Ensure the Board is represented in the appointment of other senior staff. 
• Ensure there are appropriate policies and systems in place to recruit, develop, retain and remunerate staff. 
• Monitor and manage potential conflict of interests of management, board members and shareholders, including potential misuse of corporate assets and abuse in related party transactions. 
• Establish policies regarding the evaluation of the senior management of the Company and ensure that appropriate policies regarding the evaluation of other personnel by senior management are in place and utilized. 
• Evaluate the overall performance and effectiveness of the Board and decide on matters of corporate governance. 
• Review succession plans and management development programs for senior management.

 Reporting 

• Ensure the integrity of the Company’s accounting and financial reporting system, including the independent audit, and that appropriate systems of control are in place, especially to monitor risk, financial controls and compliance with the law. 
• Oversee the process of disclosure and communications. 
• Approve each year’s accounts prior to publication.