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Actionable news in MGA: MAGNA INTERNATIONAL,

Magna: Role And Responsibilities Of The Board Stewardship Role:

The following excerpt is from the company's SEC filing.

The Board is responsible for the overall stewardship of the Corporation. To this end, the Board:

supervises the management of the business and affairs of the Corporation pursuant to the Act and other applicable law; and

jointly with Executive Management, seeks to create long-term shareholder value.

Specific Responsibilities:

In addition to the Boards legal obligations under the Act and any requirements specified in the Corporations articles of incorporation and by-laws, the Board bears responsibility for the following:

Corporate Culture and Governance

Oversight and Reinf orcement of the Corporate Culture:

The Corporation maintains a unique entrepreneurial corporate culture which seeks to encourage productivity, ingenuity and innovation and align the interests of employees, management and shareholders. This corporate culture, reflected in part in the Corporate Constitution which forms part of the Corporations articles of incorporation, includes a number of operating principles, including:

functional and operational decentralization;

fiscal discipline;

employee equity participation and profit sharing;

shareholder profit participation through dividends;

incentive-based management compensation;

a commitment to innovation through research and development; and

support for charitable, cultural, educational, political and other social causes.

The Board shall be responsible for overseeing and reinforcing the Corporations entrepreneurial corporate culture which has been essential to the Corporations long-term financial success, the creation of long-term shareholder value and its ability to attract, retain and motivate skilled, entrepreneurial employees at all levels.

Approach to Corporate Governance and Governance Guidelines:

The Board shall oversee the development of the Corporations system of, and overall approach to, corporate governance. The Board has delegated to the Corporate Governance, Compensation and Nominating Committee responsibility to review and make recommendations to the Board regarding corporate governance matters.

Management Oversight

Selecting the Chief Executive Officer and Overseeing the Hiring of Other Members of Executive Management:

The Board is responsible for selecting the Corporations Chief Executive Officer. In doing so, the Board shall consider a number of factors, including a candidates personal and professional integrity, reputation, achievements, experience, acumen/judgment, leadership qualities, knowledge and understanding of the Corporations business environment. Additionally, the Board shall provide oversight and advice with respect to the selection of other members of Executive Management.

Satisfying Itself as to the Integrity of Executive Management:

The Board shall take such actions as it deems necessary to satisfy itself as to:

the integrity of the Corporations Chief Executive Officer and other members of Executive Management; and

the creation and fostering by the Chief Executive Officer and other members of Executive Management of a culture of integrity and ethical business conduct throughout the Corporation.

Overseeing Executive Compensation:

The Board shall be responsible for ensuring that the Corporations system of executive compensation:

is consistent with the Corporate Constitution and the Corporations long-standing compensation philosophies; and

continues to meet the objectives of attracting, retaining and motivating skilled executives.

The Board has delegated to the Corporate Governance, Compensation and Nominating Committee responsibility for making recommendations to the Board with respect to:

the Corporations overall system of executive compensation; and

the application of such system to members of Corporate Management, including with respect to the assessment of the performance of Corporate Management and the determination of all direct, indirect and incentive compensation, benefits and perquisites (cash and non-cash) for members of Corporate Management.

In addition, the Board shall provide shareholders with an annual advisory vote on the Corporations approach to executive compensation, substantially in the form of the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the Corporations information circular delivered in advance of the [insert year] annual meeting of shareholders.

In the event the annual advisory vote indicates significant opposition to the Corporations approach to executive compensation, the Board shall engage with shareholders to better understand the issues of concern and shall take such issues under advisement in determining the changes, if any, to be made to the Corporations system of executive compensation.

Succession Planning and Appointment, Training and Monitoring of Executive Management:

The Board shall be responsible for overseeing the development by the Chief Executive Officer of a management succession plan and, in particular, satisfying itself that such plan adequately addresses the succession of members of Executive Management and management of the Corporations automotive systems groups. The Board has delegated to the Corporate Governance, Compensation and Nominating Committee responsibility for reviewing such succession plans and providing its recommendations to the Board.

The Board is also involved in management succession and manpower planning through its review of all officer appointments. In reviewing and appointing the Corporations officers, the Board shall satisfy itself as to each candidates personal and professional integrity, as well as skill and experience for the proposed office.

Corporate Strategy

Adoption of a Strategic Planning Process:

In respect of each fiscal year, the Board shall:

meet with applicable members of Executive Management and automotive systems group management regarding the strategic planning for the Corporation, including identification of future trends, opportunities and risks over a three to seven-year horizon; and

consider and approve a business plan which addresses such trends, opportunities and risks.

Specific business plans and strategies at both the corporate and automotive systems group levels shall be presented by Executive Management and automotive systems group management for discussion. Capital expenditure projections for each fiscal year shall be reviewed and a budget presented for approval. Updates on industry trends, product strategies, new product developments, major new business, capital expenditures and specific problem areas/action plans shall be presented by management and discussed as required at regular quarterly Board meetings.

Risk Management

Identification and Management of Principal Risks:

The Board shall review one or more reports prepared by Executive Management identifying the principal business risks faced by the Corporation and Executive Managements assessment of, and proposed responses to, such risks as they develop. The Board shall oversee the implementation of appropriate systems to manage these risks. The Board has delegated risk management responsibilities to each of the standing Committees and reporting of risk management oversight to the Enterprise Risk Oversight Committee, who shall periodically report to the Board in respect of such activities.

Integrity of Internal Control and Management Information Systems:

The Board shall satisfy itself that effective systems are in place to monitor the integrity of the Corporations system of internal controls and its critical management information systems. The Board has delegated to the Audit Committee responsibility to review and monitor the effectiveness of such systems and to make any recommendations to the Board.

Communication with Shareholders and Other Stakeholders

Shareholder Engagement:

The Board recognizes the importance and value of regular, constructive engagement with the Corporations shareholders. The Chairman of the Board shall act as the Boards contact and Board spokesperson in connection with all meetings with shareholders and may be accompanied in such meetings by the Corporations most senior investor relations or financial officer or such other officer as may be appropriate to assist in ensuring that discussions do not extend to undisclosed material facts or...


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