| 1. |
Notwithstanding any applicable requirements in the constitutional documents of the VASP, the Board must appoint a company secretary independent of the Senior Management, who reports directly to the Board [Company Secretary]. The authorities and remuneration of the Company Secretary shall be determined under a Board resolution, unless the constitutional documents of the VASP provide otherwise. |
| 2. |
The Company Secretary shall—
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a. |
document the Board meetings and prepare their minutes, which shall include the discussions and deliberations that took place during these meetings, the place and start and end time of these meetings, registering the Board resolutions and voting results, and keeping them in a special and organised record, including the names of attendees and any expressed reservations. These minutes shall be signed by all attending members; |
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b. |
keep all reports submitted to the Board and those prepared thereby; |
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c. |
provide Board members with the Board meeting agenda of the meeting and the related papers, documents, and information and any additional information related to subjects contained in clauses of the agenda requested by any Board member; |
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d. |
make sure that Board members comply with actions approved by the Board; |
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e. |
notify Board members of the Board meetings dates well in advance of the meeting date; |
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f. |
submit drafts of the minutes to Board members to express their opinion thereon before signing it; |
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g. |
make sure that the Board members, completely and immediately, receive a full copy of the minutes of the Board meetings, information and documents related to each meeting; |
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h. |
keep the minutes of meetings of the Board and its committees; |
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i. |
inform Staff, including Senior Management, about resolutions of the Board and its committees relevant to their function or roles and report on their implementation and application; |
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j. |
support the Board in any activities or processes requested by the Board; |
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k. |
coordinate between Board members and Senior Management; and |
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l. |
regulate the disclosure record of the Board in accordance with applicable requirements in the Market Conduct Rulebook and provide assistance and advice to the Board members.
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| 3. |
The Board may appoint an external Entity as Company Secretary provided that such appointment will be considered as an Outsourcing and must comply with Part IV of this Company Rulebook.
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