Corporate Governance and Conflicts Management
The Company is not required to comply with the provisions of the Combined Code. However, the Directors recognize the value of the Combined Code and will take appropriate measures to ensure that the Company complies, as far as practicable and to the extent appropriate given the Company’s size and nature of business, with the Combined Code. The Board receives full details of the Company’s assets, liabilities and other relevant information in advance of meetings of the Board and in accordance with the Combined Code has adopted a list of matters which are subject to approval by the complete Board.
In relation to the use of the Company’s voting rights in respect of subsidiary entities, the Company’s Senior Management, in the absence of explicit instructions from the Board, is empowered to exercise discretion in the use of the Company’s voting rights. The underlying aim of exercising such voting rights is to protect the interest of the Company and its Stakeholders.
The Board has appointed an Audit Committee, which comprises two non-executive members of the Board, Mr. Ian Domaille and Mr. Antonios Kaffas. The Audit Committee’s main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
The Board has appointed a Remuneration Committee, which comprises two non-executive members of the Board, Mr. Ian Domaille and Mr. Harin Thaker. The Remuneration Committee’s main functions include, inter alia, reviewing and monitoring non-monetary and incentive compensation policy of the Company, setting the remuneration of the senior management of the company (namely the CEO and the CFO), and setting the remuneration of the members of the Board of Directors.