D.

The Board should fulfill certain

key functions, including:
Reviewing and guiding corporate strategy, major plans of action, risk
management policies and procedures, annual budgets and business plans;
setting performance objetives; monitoring implementation and corporate
performance; and overseeing major capital expenditure, acquisitions, and
divestitures.

Effectiveness of the companys governance practices and making changes

as needed.

Selecting, compensating, monitoring and, when necessary, replacing key

executives and overseeing succession planning.

Aligning key executive and board remuneration with the longer term interests of
the company and its shareholders.

E.The board should be able to exercise

objective independent judgement on
corporate affairs.
Board objective judgement : independent of management &
objectivity

Single tier separation rule : chief executive and Chair.

(+) achieve an appropriate balance of power, increase
accountability and improve the boards capacity for decision
making independent of management. Alternative ada lead
director + secretary

Two tier consider tradition for the head of the lower board

becoming the Chairman of the Supervisory Board on retirement.

Ownership structure

The Boards should. :

1. assigning a sufficient number of
nonexecutive board members
2. setting up specialised committees, well
defined working procedures
3. be able to commit themselves to their
responsibilities.
4. carry out evaluations to appraise their
performance