Climate Contract Playbook Edition 3
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Does the Company convene a shareholders’ meeting at least annually? Do the shareholders vote on the board of directors’ composition and compensation? What is the term of each board member? Do any of the directors’ terms of employment include ‘golden parachute’ provisions? If so, please provide details. Please provide details on the composition of the board of directors: including the total number, number of independent members, number of women and number of minorities. Are anti-discrimination and diversity considered in determining the composition of the Company’s board? How are ESG-related matters or monitoring and reporting issues brought to the board’s attention? Is there any specific board member (or committee) that is specifically tasked with ESG-related matters? If so, what is their qualification?
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Please provide details of the Company’s audit committee (the “ Audit Committee ”) including composition and policies.
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Who is the firm’s auditor? How long has the current audit partner been involved with this engagement? Within the Applicable Period has the Company had a material dispute over accounting practices with its auditor, including any compliance or other issues at the Company or any of its consolidated subsidiaries? If yes, what actions were taken and how have these issues been resolved? Please discuss any material litigation or legal proceedings (actual or threatened) brought by any minority shareholder of the Company during the Applicable Period. What safeguards are in place to ensure that minority shareholder rights (with respect to access to information and voting rights) are fair and transparent? Please discuss any material corporate governance and/or ethical related regulatory or employee claims, breaches, investigations, enforcement, litigation action (pending or threatened) relating to issues such as anti-bribery, fraud, corruption, unfair labour practices, human rights abuses, and other malpractices. Does the Company have a whistle-blower policy? Please provide details, including any complaint procedures, remediation processes, protections against retaliation and ensuring anonymity.
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