Wednesday, August 17, 2022

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Policies and Practices

The Board is responsible for organizing its functions and conducting its business most effectively and efficiently, consistent with its duties of care and loyalty. To meet that responsibility, the Board has adopted a set of flexible policies to guide its governance practices in the future. These practices, set forth below, will be regularly re-evaluated by the Nominating and Corporate Governance Committee in light of changing circumstances to continue serving the best interests of all stakeholders. Accordingly, the summary of current practices is not a fixed policy or resolution by the Board but merely a statement of current practices subject to continuous assessment and change.

New State Agents Joining the Committee

The Member Orientation and Continuing Education

IJJCorp is a Salesforce operation.  Therefore, the orientation process requires knowing the BPaaS solutions and understanding the Business Practice with the strategic plans, selected Industries, history, current circumstances, key priorities issues, and the company’s top management structure.  In addition, the localities will report in different languages per committee report, and the Board of Directors will review and engage business operations related to their roles and commitments.  IJJCorp Directors are encouraged to participate in external continuing education programs.

State Agent Materials Distributed in Advance

Selection of Agenda Items for Committee Meetings

A Board will select a member from the State Agent Committee to jointly develop the schedule for each of the 6 annual Committee meetings.  The directors provide the plan with supporting summarized committee reports in advance.  In addition, any Board members may submit suggested alternatives for consideration.

As much information and data as practical relating to the meeting agenda items and the Company’s financial performance will be sent to Board members sufficiently in advance of meetings to permit the directors to review the materials.

Duties and Role of the Board

In addition to other duties outlined in these Corporate Governance Principles and Practices and the Company’s Bylaws, the duties of the Board of Directors include, but are not limited to, the following:

  • Preside over and manage the meetings of the Board
  • Support a strong Board culture by fostering an environment of open dialogue, adequate information flow, and constructive feedback among the members of the Board and senior management, facilitating communication among the Chair of the Board, the Board as a whole, Board Committees, and senior management and encouraging director participation in discussions
  • The Board will approve all annual Committee conferences. Plus, participate in developing and approving the agenda for each meeting and materials for each such meeting.
  • Approve and coordinate the retention of advisors and consultants to the Board
  • Serve as liaison between management and independent directors
  • Represent the Board at annual meetings of shareholders and be available, when appropriate, for consultations with shareholders
  • Act as an advisor to the chief executive officer on strategic aspects of the business

Perform such other duties as prescribed by the Board.

All Board of Directors with the Chairman of the Board are under Consultant Employment Agreements, which provide their Duties and Roles.  Upon the recommendation of the Nominating and Corporate Governance Committee, the board’s independent members will select a lead independent director for two years. The lead independent director will serve in that capacity for not more than two consecutive two-year terms or until the independent members of the Board will have duly selected their successor. In addition, the lead independent director and the Chair of the Board will each have the authority to call executive sessions of independent directors.

In addition to the other duties outlined in these Corporate Governance Principles and Practices, the duties of a director, if selected or volunteered, will include but are not limited to the following:

  • Preside at the scheduled executive sessions of independent directors
  • Board will announce which member will preside over and manage the meetings.
  • Arranging and approving the schedules of the Board meetings, the plan, and materials for each meeting.
  • Approve the agenda and materials for each executive session of the directors.
  • Approve and coordinate the retention of advisors and consultants to the Board.
  • Perform such other duties as the independent directors may designate from time to time.

Term Limits              

There are no term limits for service on the Board. The absence of term limits allows the Company to retain Board members who have developed, over time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.

Resignation of Board and State Agents

If a Board member wishes to resign or not stand for reelection at the end of their current term, the Board member will notify the Chair of the Board in writing, with a copy to the Company’s general counsel. The Nominating and Corporate Governance Committee will evaluate such resignations an. They may make recommendations to the Board, which will decide the action to take concerning the resulting vacancy on the Board.

Personnel Retention and Replace Planning

A primary responsibility of the Board is to maintain a pool of candidates as additions to the Board of Directors, State Agents, and For-Profit marketers. Accordingly, the Nominates and Corporate Governance Committee members, a Director over the Compensation and Management Development Committee, and the Director who reviews the succession planning with the Board. According to its charter, the Compensation and Management Development Committee is responsible for management development, succession planning practices, and strategy.

The Company is committed to staff diversity staffing. The company will also seek to enroll qualified members to maintain our commitments when using a search firm to identify potential Directors and State Agent, candidates. Accordingly, the Board will require the search firm to include in its initial list of qualified candidates with diverse backgrounds, including, but not limited to, diversity of race, ethnicity, national origin, gender, and sexual orientation.

Board Interaction with Institutional Investors, the Media, and Customers

The Board believes the retention responsibility lies with transparency in management, open communications, and relationships building on behalf of the Company with institutional investors, the media, and customers to increase visibility and long-term relationships.

The Board may occasionally participate in such interaction and generally do so only at the request or with the prior knowledge of the relationship. Individual directors will only engage in such interactions with the unanimous consent of the Board of Directors.

Board Attendance at Annual Shareholder Meetings

All directors must attend at least 3 of the 6 worldwide committee conferences, plus meetings with Shareholders, except for absences due to causes beyond the reasonable control of the director.

Board Confidentiality

Directors and State Agents must protect and hold confidential all non-public information that comes to them, from whatever source, as representative of the Company, absent the authorization from the Board to disclose certain information. The confidential link of information without Board approval has been classified as a breach of confidentiality.  No one may use confidential information for their benefit or benefit persons or entities outside of the Company, and nor disclose confidential information outside the Company, either during or after their tenure, except with the authorization of the Board or as may be otherwise required by law.

This obligation of confidentiality extends to Board and committee discussions and deliberations that may occur among directors, officers, employees, and Board materials.

These Corporate Governance Principles and Practices provide flexible guidelines for the Board to function effectively. The Nominating and Corporate Governance Committee will periodically review these Corporate Governance Principles and Practices and recommend changes, if any, to the Board. The Board may modify or amend these Corporate Governance Principles and Practices, and the authority and responsibilities of the Board are set forth herein at any time.