This position description describes the role and responsibilities of the Chair (the “Chair”) of the Board of Directors (the “Board”) of Baylin Technologies Inc. (the “Company”). The Chair, along with the lead independent director (the “Lead Director”), is responsible for the management, development and effective performance of the Board and its members, and for providing leadership to the Board in carrying out its collective responsibility for supervising the management of the business and affairs of the Company.
The roles and responsibilities of the Chair include:
(a) setting the tone in order to foster a corporate culture of ethics and integrity (both internally and in the Company’s business dealings) and responsible decision-making on the part of the Board and its directors;
(b) providing overall leadership to the Board and its members without limiting the principle of collective and individual responsibility and the ability of the Board to function as a unit;
(c) assuming principal responsibility for the operation and functioning of the Board in fulfilment of its mandate and working with the Lead Director so that he or she can fulfill the responsibilities assigned to him or her in such role;
(d) together with the Lead Director, ensuring that the responsibilities and duties of the Board are understood by both the Board and senior management and that the boundaries between Board and management are understood and respected;
(e) together with the Lead Director, ensuring that the Board has appropriate procedures in place and the requisite resources to enable the Board to work effectively and to function independently of management;
(f) consulting other directors and the Chief Executive Officer to establish the agenda for each Board meeting to reflect current priorities;
(g) chairing Board meetings, including ensuring that Board members are adequately prepared, and appropriate briefing materials are delivered in a timely fashion, providing adequate time for discussion of issues, encouraging full participation and discussion by Board members, facilitating consensus, and ensuring decisions of the Board are clearly made and accurately recorded;
(h) where functions are delegated to Board committees, ensuring that functions are carried out and that the results are reported to the Board;
(i) together with the Lead Director, ensuring compliance with the governance policies of the Board, including those regarding the conduct of Board and committee meetings, managing and reporting information, and other policies relating to the Board’s business;
(j) maintaining an effective relationship between the Board and senior management; and
(k) taking a leadership role to ensure effective communication and relationships between the Company and its stakeholders, including creditors and shareholders, financial analysts and the general public.