EM-01—Board of Directors Structure and Purpose

>Control Description

The Board of Directors provides corporate oversight, strategic direction, and review of management for Organization. The Board of Directors meets at least quarterly and has 3 sub-committees: • Audit Committee • Executive Compensation and Nominating Committee • Governance Committee

Theme

Process

Type

Preventive

Policy/Standard

Information Systems Operations Policy

>Implementation Guidance

1. Document the Board of Directors responsibilities and members within a charter. 2. Ensure Board of Directors meet at least quarterly, and document meeting minutes of each meeting. 3. Ensure Board of directors have at least 3 sub-committees defined and formed, audit committee, executive compensation and nominating committee, and governance committee.

>Testing Procedure

1. Inspect that the board of directors information in the form of Charter is available on the Organization governance website. 2. Validate that board of directors meet at least quarterly to provide corporate oversight and have at least 3 sub-committees defined: audit committee, executive compensation and nominating committee, and governance committee.