Corporate Governance
Corporate Governance & Practices
Corporate Governance involves the methods and systems through which companies are primarily directed and controlled, whereby the composition, role and remuneration of the board of directors, shareholder relations, accountability and audit are the main components
The following board subcommittees are in place to support the governance of the Company:
Audit Committee
The Audit Committee assist the Board in the following:
To review the financial statements in details to ensure that the financial reporting process is in compliance with the required Accounting Standards.
To review the year-end financial statements and interim financial statements and recommend for Board approval prior to submission to the shareholders and relevant authorities.
Overseeing of the Company’s compliance with financial reporting requirements, information requirements of the Companies Act and other relevant financial reporting related regulations and requirements.
Making recommendations to the Board with regard to the reappointment of external auditors, their remuneration and terms of engagement.
Overseeing the processes to ensure that the Company’s internal controls and risk management, are adequate, to meet the stipulated requirements.
Remuneration Committee
The remuneration committee constitutes of the following directors and The scope of the Committee includes the following:
Recommending and approving total remuneration package and incentivisation packages of the executive directors including the managing director.
Considering and recommending to the board, the broad policy for the remuneration and incentivisation package of Executive Directors and Key Corporate Management.
Reviewing Company’s remuneration practices and policies to ensure fairness in directors’ remuneration.
Determining the policy for the terms of employment of the executive Directors.
Monitoring the performance conditions subject to which any long-term incentive awards may be granted under the schemes adopted by the Company and approving grant of long-term incentive awards, such as share appreciation rights and performance shares for Executive Directors and Key Corporate Management.
Reviewing the design of all share incentive schemes.
- Bearing the responsibility for selecting and appointing any remuneration consultants who advises the committee.
Related Party Transaction Review Committee
The Related Party Transaction Review Committee constitutes of the following directors and the scope of the Committee includes the following:
Adopting policies and procedures to review related party transactions of the Company and reviewing and overseeing existing policies and procedures.
Reviewing in advance all proposed related party transactions of the Company except those explicitly exempted by the Rule 9.5 of the CSE Listing Rules.
Determining whether related party transactions to be entered into by the Company require Board or shareholder approval.
Establishing a set of guidelines as explained in the CSE Listing Rules where related party transactions are “recurrent in nature”, for the senior management to follow in their continuing dealings with the relevant related party.
Ensuring that no Director of the Company participates in any discussion of a proposed related party transaction for which he or she is a related party, unless such Director is requested to do so by the Committee for the express purpose of providing information concerning the related party transaction to the Committee.
If there is any potential conflict in any related party transaction, the Committee may recommend the creation of a special committee (including an independent consultant if necessary) to review and approve the proposed related party transaction.
- Ensuring that immediate market and Annual Report disclosures are made in a timely and detailed manner as required by the CSE Listing Rules.
Nominations and Governance Committee
The Nomination & Governance Committee (“the Committee”) is established by the Board for the purpose of:
As per the Compliance requirement of the listing Rule no 9.11
Recommending to the Board all proposed appointments of directors through a formal, rigorous and transparent process.
Ensuring plans are in place for orderly succession to both the Board and senior management positions and overseeing the development of a diverse pipeline for succession.
Supervising the Company’s adherence to and handling of all relevant rules and guidelines concerning matters of corporate governance.
Membership and Attendance
The Board is responsible for appointing Committee members. All the time at least three Non-Executive Directors must be members of the Committee, and at least two (02) of them must be independent.
The Board shall appoint the Chair of the Committee (“the Committee Chair”), who should not be the Chair of the Board. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting.
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the executive Directors and other senior management and external advisers may be invited to attend when the committee decides to do so.
Duties of the Committee
Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) required of the Board compared to its current position and make recommendations to the Board with regard to any changes. The aim shall be to ensure that the Board and its committees have the appropriate balance of skills, experience, independence, diversity and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively.