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Corporate Governance Framework

ROADMAP

Board of Directors

1.1 Composition:

  • The Board of Directors shall consist of a diverse group of individuals with varied backgrounds and expertise.

  • The Board shall be comprised of six members, including independent directors and executive directors.

  • 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:

  • The Board shall provide strategic guidance, oversight, and monitor the company's performance and risk management.

  • The Board shall appoint and supervise the executive management team.

  • The Board shall ensure compliance with applicable laws, regulations, and ethical standards.

1.3 Committees:

Executive Management

2.1 Roles and Responsibilities:

  • The executive management team shall be responsible for the day-to-day operations of the company and implementing the Board's strategic directives.

  • The executive management team shall provide regular reports to the Board, keeping them informed of the company's performance, risks, and opportunities.

  • The executive management team shall ensure effective risk management and compliance with laws and regulations.

2.2 Code of Conduct and Ethics:

  • The executive management team shall adhere to a code of conduct and ethics, promoting integrity, transparency, and accountability throughout the organization.

  • The code of conduct shall cover areas such as conflicts of interest, confidentiality, fair competition, and protection of company assets.

Risk Management and Internal Controls

3.1 Risk Management:

  • The company shall establish a robust risk management framework to identify, assess, and mitigate risks.

  • Risk management processes shall be integrated into strategic planning and decision-making at all levels of the organization.

3.2 Internal Controls:

  • The company shall implement internal controls to safeguard assets, ensure accurate financial reporting, and promote compliance with laws and regulations.

Corporate Social Responsibility

4.1 Commitment:

  • The company shall demonstrate a commitment to corporate social responsibility by considering the impact of its operations on stakeholders, society, and the environment.

  • The company shall strive to make a positive contribution through ethical practices, environmental sustainability, and community engagement.

4.2 Sustainability Reporting:

  • The company shall provide regular reports on its sustainability initiatives, goals, and progress to stakeholders.

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.

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