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APPOINTMENT AND SUCCESSION PLANNING OF DIRECTORS

The Board as a whole is responsible for reviewing the Board composition, developing and formulating the relevant procedures for appointment of directors, monitoring the appointment and succession planning of directors and assessing the independence of independent non-executive directors. The Board has reviewed its own structure, size and composition regularly to ensure that it has a balance of expertise, skills and experience appropriate to the requirements of the business of MEC.

MEC has not yet adopted code provision A.4.1 which provides that non-executive directors should be appointed for a specific term, subject to re-election. Non-executive directors (including independent non-executive directors) of MEC were not appointed for specific terms. Since the non-executive directors are subject to retirement by rotation and re-election at the annual general meeting in accordance with MEC's Bye-laws, MEC considers that sufficient measures have been taken to ensure that MEC's corporate governance practices are no less exacting than those in the CG Code.

Code provision A.4.2 stipulates that all directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after their appointment. Every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

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