(a)
The first principle is laying solid foundations for management and oversight. Companies should establish and disclose the respective roles and responsibilities of board and management. The recommendation provided is that Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions. Moreover, companies should disclose the process for evaluating the performance of senior executives. Companies should also provide the information indicated in the Guide to reporting on the Principle.
Secondly, the principle would be structuring the board to add value. Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. Therefore, company is recommended that a majority of the board should be independent directors. The chair should be an independent director, while the roles of chair and chief executive officer should not be exercised by the same individual.
Furthermore, promoting ethical and responsible decision-making is another key principle. For example, companies should actively promote ethical and responsible decision-making. Companies should establish a code of conduct and disclose the code or a summary of the code. Besides, companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them. In conclusion, the council derived from the framework is comprised of representatives nominated by the 21 member organizations. The Council acts as an advisory council to ASX on corporate governance matters. ASX is the convener of the Council, nominates its chair, and provides executive and financial support.
(b)
Commonwealth Bank of Australia Limited is chosen.