Good corporate governance

The definition of good governance:

Intended corporate governance (rules, regulations and procedures to verify and ensure the best protection and the balance between the interests of directors of the company and its shareholders and other stakeholders associated with them and apply these rules in the first place on the restricted stock companies in the market was heading, as well as the financial companies which take the form of contribution.

The importance of good governance:

According to companies:

1 - was able to raise the economic efficiency through the development of the foundations of the relationship between company managers and the Board of Directors and shareholders.
2 - Working on the development of the regulatory framework could be through the identification of the objectives of the company and ways to achieve through the provision of appropriate incentives for the members of the Board of Directors and executive management to work to achieve the objectives of the company, which takes into account the interests of shareholders.
3 - Lead to openness to global capital markets; attract investments and a broad base of investors (especially foreign investors) to finance the projects.
If companies were to rely on foreign investment. Can increase the confidence of local investors and thereby increase the capital at a lower cost.
4 - Are companies which apply the rules of governance to increase the confidence of investors because of those rules to ensure the protection of their rights? Therefore, we find that investors in companies that apply the rules of administration, thinking carefully before they sell their shares in those companies, even when exposed to crises lead to a temporary decline in the prices of shares of the company's confidence in the ability to overcome these crises, which makes them able to withstand the period of crisis.

This is a guideline principles as illustrative map to be followed by all regulatory bodies to the capital market and corporate board members and executive management of the companies are summarized as follows: --
according to shareholders:

1- Company's performance in the future.
2 - Full disclosure on the performance of the company's financial situation and the fundamental decisions taken by senior management to help shareholders determine the risks of investing in these companies.

The principles underlying the rules of good governance:
1. Protection of the rights of shareholders.
2. Equal treatment for all shareholders.
3. Protection of the rights of stakeholders or customers with the company (such as banks, creditors, suppliers ..... etc.).
4. Disclosure and transparency, accurate and timely manner.
5. Identify the responsibilities of the Governing Council.
These principles serve as a demonstration map, which must be followed by each of the controls on the capital market and the members of the Board of Directors and executive management of companies.

Shareholder rights:
Prove to the shareholders of all rights pertaining to arrow, so as not to compromise the interests of the company is not inconsistent with the market system and it's implementing regulations.
Shareholders to facilitate the exercise of their rights and their access to information:
Must include the statute of the company to guarantee the exercise of the rights of all contributors to provide adequate and accurate information may not be the distinction between shareholders with respect to the provision of information.

The rights of shareholders concerning the meeting of the General Assembly:
General Assembly convened the invitation of the Governing Council, the Council is also committed to meet, if requested by the External Auditor or the number of shareholders representing five of capital ownership as the right to convene at least once a year during the four months following the end of the financial year, should be deployed to the announcement of the date of and place and agenda of the Assembly before the date ten days to release the call in the market and the company's website.
Must also work to facilitate the participation of the largest number of shareholders and by selecting the appropriate time and place to be on the desired topics and contributors are to discuss these issues and ask questions and answer will be the extent that the company does not offer the benefit of the damage.
The shareholders must be empowered to examine the minutes of the meeting published in the press release and the market as the market will be informed as soon as the results of the General Assembly completed.

Voting rights:
Is a fundamental right to vote for the shareholder cannot be eliminated but must be on the company to facilitate the exercise of this right may be a method of dividing the votes in the voting to choose members of the Governing Council at the General Assembly and the shareholder may delegate in writing by the shareholder to attend the last meeting of the General Assembly.
Must also be legal persons to the representatives of the disclosure of their policies in the voting?

The rights of shareholders in dividends:
To the Governing Council should establish a clear policy on the distribution of profits to achieve the interests of all shareholders and the company, and the General Assembly determine the profits and the proposed date of distribution and the right end of the distribution.

Disclosure and transparency:
The company to develop a disclosure policy and procedures and supervisory systems and written in accordance with the rules determined by the market.

Disclosed in the report of the Governing Council:
In addition to the rules of registration and listing should contain the report of the Governing Council of the provisions of what was applied and the names of companies and the classification of its members and concise terms of reference of the committees of the Governing Council and the statement of remuneration and any punishment or penalty or limitation imposed on the company in addition to the results of the annual audit.

Governing Council:
The functions of the Governing Council adopt the strategic directions and objectives of the company and overseeing its implementation and establish systems and controls of the internal control system and the development of the company and the development of policies, standards and procedures are clear and specific membership of the Governing Council is also developing a written policy governing the relationship with stakeholders for the protection and preservation of their rights.

Responsibilities of the Governing Council:
Handles the company's board of directors all the powers and authorities necessary for the management and the ultimate responsibility for the company to define the responsibilities of the Council and the Governing Council must be clearly stated in the Statute of the company.
It must also lead the Council in good faith, including his duties in the interest of the company in general. The Council must ensure that the companies provide adequate information for its members.
And the Governing Council may sell or mortgage or discharge of the creditors of the company's obligations only if authorized in the company.

The composition of the Governing Council:

Defined by the Statute of the company the number of members of the Governing Council and how the end of their terms and is determined by the Assembly in accordance with the duration set forth in the statute of the company and may isolate some or all members at all times and must be members of the Governing Council members and non-executive is not a member of the membership of the Board of Directors more than three companies at the same time.

Committees and the independence of the Governing Council:

Should be formed by a number of commissions the company should take a fully functional and is committed to inform the Council of Administration or by the findings of the absolute transparency.
Must also appoint a sufficient number of members of the Governing Council in the non-executive committees on the tasks that may result in situations of conflict.

Audit Committee:

The Governing Council of the Commission of its non-executive and a company's board of directors upon the proposal of the Board of Directors of the selection of the members of the Audit Committee and its functions include the supervision of the Department of internal audit and study of the internal control system and a study of accounting policies and other tasks.

Committees to examine the nominations:

The Governing Council of the Committee and issued the company's general assembly on the proposal of the Governing Council of the selection of members of the Committee and its functions include the recommendation of the Assembly the nomination of the membership of the Council and the Governing Council to review the structure and other functions.

Board meetings and the agenda:

Members of the Governing Council to allocate sufficient time for their responsibilities including the preparation of the meetings of the Council and the Standing Committees and the Interim Governing Council and approves the agenda in the case of the Conference.
Must also document that the Board meetings, including the voting process have been compiled, and conservation so as to facilitate reference.

Emoluments of the members of the Governing Council:
Determine the remuneration of public companies, including members of the Governing Board deems appropriate.

Department of Internal Audit:

Must be the company's system of internal control and manage the official time for that reports directly to senior management official, provides a quarterly report to the Governing Council and the Commission on control over the company's commitment to the provisions of the laws and rules governing the activity.

Conflict of interest:
Must be written to the company system for the Board of Directors, managers and staff on conflict of interest, and should develop the company's rules of professional conduct and had a system of internal control and to choose the application dealing with the same level of professionalism and ethical and should not be the President or members of the Governing Council to participate in any action which would competitive company.

Oversight Committee:

Must be the company's oversight committee appointed by the Assembly and the public have all rights and all duties set forth in the Libyan commercial law.
Thus, the Commission has proved its investigations and inquiries and investigations in the record of the Committee of Control.