Corporate Governance Framework Clause Samples
The Corporate Governance Framework clause establishes the structure and principles by which a company is directed and controlled. It typically outlines the roles and responsibilities of the board of directors, management, and shareholders, and may specify procedures for decision-making, reporting, and oversight. By defining these governance mechanisms, the clause ensures accountability, transparency, and effective management within the organization, thereby reducing the risk of mismanagement and aligning the interests of stakeholders.
Corporate Governance Framework. Each Licensed Respondent, under the supervision of its board of managers, or other formal body responsible for the corporate governance of a Licensed Respondent, including a formal body located at a parent entity (the “Board of Managers”), shall maintain a documented corporate governance1 framework commensurate with its size, operational complexity, and overall risk profile, and conforming to the standards established by the Conference of State Bank Supervisors’ Model Regulatory Prudential Standards for Nonbank Mortgage Servicers. As it relates to this framework’s coverage of the IT and Cybersecurity Program, each Licensed Respondent’s Board of Managers shall:
a. Maintain a consolidated and comprehensive written Information Security Policy (“ISP”) for the protection of its information systems and nonpublic information stored on those information systems;
b. Review and update (as necessary) the ISP annually and approve these updates, which approval shall be notated within its meeting minutes;
1 For purposes herein, “corporate governance” means the management structure of the licensee and the processes by which the business is managed, including the corporate controls, rules, policies, processes, and practices used to oversee and manage the institution.
c. Ensure the review of the business continuity plan, on an annual basis at minimum and approve any updates, which approval shall be notated within its meeting minutes;
d. Include within its minutes, or respective meeting package, documentation of review of relevant internal management reports. Reports to be reviewed and/or actions that need to be approved attendant thereto should be documented in a policy or charter document as appropriate;
e. Annually, review, update (as necessary), and approve written policies, procedures and/or standards that address the following:
i. Asset Management and Classification;
ii. Configuration Management;
iii. Hardening and Standard Build;
iv. Data Handling and Protection; v. Identity and Access Management; and
vi. IT Vendor Management Policy, including policies regarding the periodic assessment of third-party service providers based on the risk they present and the continued adequacy of their cybersecurity practices; and
f. Ensure that the incident response plan continues to include up to date incident related procedures and clarify the roles and relationships of the individuals/groups involved with incident response functions, especially:
i. Network Operations Center for net...
Corporate Governance Framework. 4.1 The Agency has an established Corporate Governance Framework which reflects all relevant good practice guidance. The Framework includes the corporate governance structures established within the Agency and the internal control and risk management arrangements in place. This includes its Board and Committee Structure.
4.2 An account of this Corporate Governance Framework is included in the Agency’s annual Governance Statement together with the Board of the Agency’s assessment of its compliance with the extant Corporate Governance Code of Good Practice (NI). Any departure from the Corporate Governance Code must be explained in the Governance Statement. The extant Corporate Governance Code of Good Practice (NI) is available on the Department of Finance (DoF) website.
4.3 The Agency is required to follow the principles, rules, guidance and advice in Managing Public Money Northern Ireland. A list of other applicable guidance and instructions which the Agency is required to follow is set out in Annex 6. Good governance should also include positive stakeholder engagement, the building of positive relationships and a listening and learning culture.
Corporate Governance Framework. (1) Investors and their investments must meet or exceed nationally and internationally accepted standards of corporate governance in their industry, including transparency and accounting practices,
(2) Investors and their Investments shall ensure that all transactions with related or affiliated companies are at arm's length or at fair market price. Investors and their Investments shall not engage in any improper transfer pricing practices with each other or with any related or affiliated companies.