Corporate Governance Framework
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Board of Directors
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1.1 Composition:
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The Board of Directors shall consist of a diverse group of individuals with varied backgrounds and expertise.
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The Board shall be comprised of six members, including independent directors and executive directors.
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Independent directors shall form a significant portion of the Board and shall have no material relationships that may impair their independence.
1.2 Roles and Responsibilities:
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The Board shall provide strategic guidance, oversight, and monitor the company's performance and risk management.
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The Board shall appoint and supervise the executive management team.
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The Board shall ensure compliance with applicable laws, regulations, and ethical standards.
1.3 Committees:
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The Board shall establish committees to assist in fulfilling its responsibilities, such as an Audit Committee, Compensation Committee, and Governance Committee.
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Each committee shall have a charter outlining its specific roles, responsibilities, and composition.
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Executive Management
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2.1 Roles and Responsibilities:
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The executive management team shall be responsible for the day-to-day operations of the company and implementing the Board's strategic directives.
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The executive management team shall provide regular reports to the Board, keeping them informed of the company's performance, risks, and opportunities.
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The executive management team shall ensure effective risk management and compliance with laws and regulations.
2.2 Code of Conduct and Ethics:
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The executive management team shall adhere to a code of conduct and ethics, promoting integrity, transparency, and accountability throughout the organization.
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The code of conduct shall cover areas such as conflicts of interest, confidentiality, fair competition, and protection of company assets.
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Risk Management and Internal Controls
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3.1 Risk Management:
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The company shall establish a robust risk management framework to identify, assess, and mitigate risks.
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Risk management processes shall be integrated into strategic planning and decision-making at all levels of the organization.
3.2 Internal Controls:
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The company shall implement internal controls to safeguard assets, ensure accurate financial reporting, and promote compliance with laws and regulations.
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Corporate Social Responsibility
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4.1 Commitment:
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The company shall demonstrate a commitment to corporate social responsibility by considering the impact of its operations on stakeholders, society, and the environment.
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The company shall strive to make a positive contribution through ethical practices, environmental sustainability, and community engagement.
4.2 Sustainability Reporting:
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The company shall provide regular reports on its sustainability initiatives, goals, and progress to stakeholders.
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This corporate governance framework serves as a guideline for the operations and decision-making processes of Killay Corp. It ensures transparency, accountability, and ethical conduct throughout the organization, promoting long-term value creation. It is subject to periodic review and updates to align with evolving governance best practices and legal requirements.