4.4. The board of directors shall set up a committee responsible for governance and ethics, which is also responsible for human resources, unless the board sets up another committee.
The committee responsible for governance and ethics must be composed exclusively of board members. It shall be chaired by a member who qualifies as an independent person, and may only deliberate and make decisions in the presence of a majority of independent members.
The board may assign all or part of a committee’s functions to another committee.