Principles in Governance

1. Independent and objective board with sufficient expertise, experience, authority and
resources to conduct independent inquiries
2. Understanding by senior management and board of the operating structure, including
structures that impede transparency
3. Organizational strategy used to measure organizational and individual performance;
supports
4. People, policies, procedures and processes (including internal control)
5. Effectively and efficiently directs its activities toward meeting the objectives of its
stakeholders
6. External or internal assurance
7. Organizational structure that supports accomplishing strategic objectives
8. Governing policy for the operation of key activities
9. Clear, enforced lines of responsibility and accountability
10. Effective interaction among the board, management and assurance providers
11. Appropriate oversight by management, including strong controls
12. Compensation policies - especially for senior management - that encourage appropriate
behavior consistent with the organization's values, objectives, strategy and internal
control
13. Reinforcement of an ethical culture, including employee feedback with fear of
retaliation; (Code of conduct and whistle-blowing procedures)
14. Effective use of internal and external auditors, ensuring their independence the
adequacy of their resources and scope of activities and the effectiveness of operations
15. Clear definition and implementation of risk management policies and processes
16. Transparent disclosure of key information to stakeholders
17. Comparison of governance processes with national codes or best practices
18. Oversight of related party transactions and conflict of interest