standards of service
The company is committed to the achievement and demonstration of good corporate governance practices and procedures. The corporate governance principles of the Company emphasise a quality board, sound internal control and transparency and accountability to all shareholders.
The Board of Directors of the Company (Board) is responsible to the shareholders for the performance of the company in both the short and longer term and to seek to balance competing objectives in the best interests of the Company with the objective of enhancing shareholders value. The Board comprises nine Directors.
The positions of the Chairman of the Board (Chairman) and Chief Executive Officer are held by separate individuals with a view to maintaining an effective segregation of duties respecting management of the Board and the day to day management of the business.
All Directors make active contribution to the affairs of the Board and the Board acts in the best interests of the Company. The Company Secretary is responsible to the Board for ensuring that Board procedures are followed and ensuring that the Board is briefed on all legislative, regulatory and corporate governance developments and that the Board has regard to them when making decisions.
Day to day management of the business and the implementation of corporate strategy and policy initiatives are formally delegated by the Board to the Chief Executive Officer as set out in the Delegations of Authority. These delegations are reviewed on an annual basis.
The Board has established a number of Committees to assist in the execution of its duties and to allow detailed consideration of complex issues. Current Committees are the Audit Committee, Compliance Committee, Risk Management Committee, Treasury Committee and Remuneration Committee. The Committee structures and charters are reviewed on an annual basis.
The Company has established an Audit Committee. The Audit Committee assists the Board with its responsibilities for financial reporting, maintaining an efficient system of internal control and internal and external audit processes. Using risk assessment methodology and taking into account the Company’s activities, internal audit derives its annual audit programme which is reviewed by the Audit Committee.
The Compliance Committee assists that Board with its responsibilities to oversee compliance with obligations determined by statute, legislation, regulation, contract or agreement.
The management of risks is fundamental to the Company’s business and to building shareholder value. The Board, with the assistance of the Risk Management Committee, is responsible for the risk management strategy while management is responsible for implementing the Board’s strategy and for developing policies and procedures to identify, manage and mitigate risks across the business.
The Treasury Committee oversees the treasury strategy, policy and procedure development and ensures that all treasury risks are identified, measured and controlled in a manner consistent with corporate strategy and treasury policy.
The Company has established a Remuneration Committee. The principal responsibilities of the Remuneration Committee including making recommendations to the Board on the Company’s policies and structure in relation to the remuneration of senior management and employees of the Company by reference to corporate goals and objectives resolved by the Board from time to time.
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