SEC COMPLIANCESEC COMPLIANCE

BOARD CHARTER AND TERMS OF REFERENCE (TOR)

1. ROLE OF THE BOARD

1.1.         The role of the Board is to oversee and control the leadership of the company and to ensure that management act in a manner that shall consider the best interest of the stakeholders to whom it is responsible in order for the company to have a successful and sustainable future.

1.2.        The Board provides stewardship, accountability, leadership as well as the strategic insight for the company in achieving its Vision, Values and Purpose by monitoring the implementation by management.

1.3.        The emphasis of the Board is:

• To ensure that the integrity of the Board is achieved and to achieve good financial, cultural and ethical governance.
• To put in place a succession plan for the company.
• To ensure accountability to the shareholders and responsible to the shareholders and stakeholders of the company;

The stakeholders include: employees, shareholders, management, investors, creditors, trade union, customers, suppliers, local community, future generations.

There should be regular communication/engagements with many or all stakeholder groups.

2. QUORUM

2.1.        The quorum for any meeting of the Board shall be one-third of its membership, at the time of the meeting.

2.2.       The members of the Board may participate in a meeting of the Board from separate locations by means of conference telephone, Zoom, Microsoft Team or other communication equipment which allows those participating to hear each other, and shall be entitled to vote or be counted in the quorum accordingly.

2.3.       Where the chairman of the Board is absent five minutes after the stipulated time, the members of the Board shall nominate a Non-Executive Director present to act as the chairman of the Board for that purpose.

3. BOARD RESOLUTIONS

3.1.        The Board shall reach decisions by a simple majority of voting on the issues in question. If the numbers of votes for and against a certain proposal are equal, the Chairman will cast a vote to that effect.

3.2.       Any resolution evidenced in writing or by electronic (including email) or voice recognition means, by such member or members of the Board as would have been necessary to pass such resolution had all members of the Board been present at a meeting to consider such resolution, shall be valid and effective as if it had been passed at a meeting of the Board duly convened and held, provided that notice and details of the proposed resolution have been given in advance to each member of the Board.

3.3.        Executive members of the Board will not be able to be included in discussions or have a vote in relation to:

(i)          Board Committee terms of reference and delegated authorities (including the Executive Committee);

(ii)        Review of the Executive Committee, its members and their performance (collectively or individually); and

(iii)       Any other session as determined by the Chair or a majority of the elected members of the Board.

4. CONFLICTS OF INTEREST OF INDIVIDUAL BOARD MEMBERS

4.1.        If a member of the Board finds themselves with a conflict of interest, they shall immediately disclose this to Board.

4.2.       Directors should notify the Board on prospective appointments on other Board.

4.3.       Directors should not act as members of the Board to competing companies to avoid conflict of interest.

4.4.       Prospective Directors should disclose membership on other Board.

5. BOARD RESERVED MATTERS
6. Specific matters that are reserved for the Board (and cannot be delegated) are the following:

1. Approval of key policies related to people, risk, culture, values, independence and ethics.
2. Approval of Inclusion and diversity targets.

iii.          Approval of strategy and long-term objectives, and oversight of delivery of the strategy.

1. Approval of the annual budget (including operating budget and capital expenditure), and oversight of performance against plan.
2. Any decision to cease to operate all or any material part of the business or where there is a material impact on a financial, operational, strategic or reputational perspective.
3. Approval of changes relating to the capital structure.

vii.        Approval of material changes in the capital and liquidity position.

viii.       Any changes in corporate structure.

1. The statement of internal control;
2. Going concern statement (on recommendation from the Audit Committee);
3. Profit distribution;

xii.        Letter of representation to the external auditors;

xiii.       Annual Report and transparency Report;

xiv.       Financial Statements;

1. Approval of any significant changes in accounting policies or practices (following on from the recommendation of the Audit Committee);

xvi.       Approval of the appointment, re-appointment or removal of the external auditors (upon recommendation from the Audit Committee).

xvii.      Reviewing the effectiveness of sound risk management and internal control systems to manage cultural, ethical, risk and reputation matters and comply with laws, regulations and global practices and policies relevant to company.

xviii.     Approval of contracts which are material strategically or by reason of size or public interest.

xix.       Approval of changes to the structure, size and composition of the Board.

1. Appointments to the Board to fill a casual vacancy.

xxi.       Appointments of Independent Non-Executives.

xxii.      Delegation of authority

xxiii.     Approval of the establishment of Board Committees and their terms of reference.

xxiv.     Determining and approving the division of responsibilities between the Chairman and the Managing Director.

xxv.      Approval of the terms of reference for the Executive Committee and determining which matters are delegated to the Executive Committee and which matters are reserved for the Board.

xxvi.     Holding the relevant Board Committee or the Executive Committee to account for anything delegated to them.

xxvii.    Approval of risk Appetite and Statement annually (on the recommendation of the Risk Committee).

xxviii.  Prosecution, instituting, defence or settlement of, or appeal against the outcome of, actual or potential litigation, an alternative dispute resolution mechanism or regulatory proceedings.

6. MATTERS DELEGATED BY THE BOARD TO THE EXECUTIVE COMMITTEE

To ensure efficiency and effectiveness, the Board of Directors shall delegate some of its functions, duties and responsibilities to committees while still maintaining oversight, this functions includes:

1. Development, preparation and execution of the business plan of the company to achieve strategic goals, operational excellence, financial performance and fulfilment of regulatory, compliance and legal requirements;

1. Development and implementation of the strategy approved by the Board;

iii.          Monitoring and maintaining operating and financial performance against budget;

1. Prioritization and allocation of resources;

1. Managing the risk profile of the company within the Board approved risk appetite and risk management framework;

1. Achieving the Board defined goals in relation to its strategic goals, operational excellence, financial performance, regulatory, compliance and legal requirements.

vii.        Day to day management of its committee activities.

7. NOTICE OF MEETINGS

7.1.        The Board meeting notice, agenda and management reports in relation to the Board meeting shall be circulated 21 (twenty-one) days prior to the Board meeting.

7.2.       Where the notice, agenda and management report is to be sent by post, the director shall provide an address where the notice is to be sent to.

8. DOCUMENTATION, COMMUNICATION AND REPORTING

The chairmen of various committees shall report to the Board of Directors on matters within the Executive Committee’s responsibility delegated by the Board (including but not limited to reporting on the implementation of achieving the Boards strategic goals; operational excellence; financial performance; and regulatory, compliance and legal commercial outcomes which will also include an attestation against each taking into consideration the Board approved risk appetite and Risk Management Framework).

9. MINUTES OF THE MEETING

Minutes of the Board to filed by the Board Secretary and kept at the registered office of the company or at the Registrar which the company has delegated such powers to.

Board members will receive a copy of the minutes of the Board and access to relevant minutes of the Board Committees.

TERMS OF REFERENCE

10. BOARD/COMMITTEE STRUCTURE AND COMPOSITION

10.1.      The Board shall be composed of at least 5 (Five) members with adequate skill and experience, diverse individuals and gender.

10.2.     The composition shall include Executive Directors, Non-Executive Directors and Independent Non- Executive Directors. The Board shall be constituted amongst others a number of 1 (one) Independent Non-Executive Director.

10.3.      The Board will meet a minimum of four times a year (in person or via other means agreed by them.

The Chairman of the Board shall also call for an extra-ordinary meeting in cases of emergencies and matters that if overlooked or avoided will affect the interest of the stakeholders and the company at large.

10.4.     The Executive committees are Governance and Nomination Committee, Finance and Risk Committee, Audit Committee and Training Committee.

10.5.      The Executive committee shall comprise of only Non-Executive Directors except the Risk Committee and senior management may be required to attend the meeting.

10.6.     Each committee should be composed of at least 3 (three) members.

10.7.      The chairmen of the committees should be appointed by the Board.

10.8.     The chairmen of the meeting should present a written report of recommendations made at all meeting held.

11. APPOINTMENT OF BOARD MEMBERS

Board Members including the Chairman are drawn from individuals with sufficient mix of competency, experience, skills, diversity, gender and independence of the day-to-day running of the company.

They have a role which is inclusive of representing the interests of the members as a whole and being actively engaged in the Board and leadership obligations.

They are elected by the Board upon recommendation from the Governance and Remuneration committee and serve a (3) three-year term and may be re-appointed for another term of (3) three years, they shall serve for an initial period of 1 (one) year and shall submit themselves for re-appointment at every general meeting of the Company up to a maximum of (3) three years which is the term granted.

The appointment by the Board shall be subject to approval by the members at the general meeting which has the power to reject directors and re-appoint new ones.

The membership of the Board should be reviewed periodically to ensure that it is properly constituted as requires by the code.

Upon appointment, a copy of the Board charter, induction and orientation program, letter of appointment or contract of employment and other relevant document shall be delivered to the Director.

12. INDUCTION AND CONTINUOUS TRAINING

Upon the appointment of a Director, there shall be a compulsory induction program.

The Induction to be conducted depends on the type of Director (Executive, Non-Executive or Independent Non-Executive Director) appointed.

The induction of Directors takes place immediately after his/her appointment to the board and its purpose is to familiarize themselves with the company’s business, services and how it operates.

All Directors should participate in periodic, relevant professional continuing educational programs in other to update their knowledge and skills and to keep them informed of new development in the Company business and operating environment.

An annual orientation and training plan has been put in place by the Governance and Remuneration Committee for that purpose.

13. BOARD EVALUATION

All members of the Board are evaluated both individually, jointly and as a committee. The evaluation can be done internally by the Non-Executive Director and the Secretary or externally by external consultants.

Internal evaluation will be carried out annually while the external evaluation should be done every three years.

The Evaluation should be centred on the contribution of each Director and his commitment to the roles to be performed which encompasses the time spent in carrying out its duties, attendance at Board and committee meetings and other duties.

The result of the evaluation is communicated and discussed by the Board as a whole to ensure effectiveness. The result is also uploaded to the website of the company.

14. ROLES AND RESPONSIBILITES OF EACH BOARD MEMBERS

14.1.      Non- Executive Directors (NED)

• To put forward his/her skills to achieve the company’s core purpose;
• Help with substantial support and comprehensive information that will help with the management of the Board and the company at large;
• Provide insights into hidden problems or external factors that may negatively affect the company and its profitability;
• Access the company’s performance and ensure that stakeholders are considered before the need and want of the management or Board; and
• Provide value through leveraging on their network of outside contact which can benefit the company.

14.2.     Executive Directors (ED)

• Responsible for the day to day operation and management of the company;
• Design, develop and implement strategic plan/ideas for the company in a manner that is cost efficient;
• Support the MD/CEO in the proper implementation and achievement of the company’s strategic imperative and the management of the company’s finance and other resources;
• Managing committees and staff as well as developing business plan in collaboration with the Board; and
• Reporting to the Board on a regular basis which shall be quarterly, semi-annually or annually.

14.3.      Independent Non-Executive Director

• Independence in character and judgment;
• Shall not have any form of business relationship with the company either as a shareholder, representative of shareholder, consultant, employee, family member etc.

14.4.     Chairman of the Board

The chairman of the Board will take responsibility for:

• Presiding over the meeting of the Board of Directors;
• Ensuring that the Board and its committee are composed of individual with relevant skills.
• Encouraging all Board members to engage in Board meetings;
• Ensure that the meetings are properly conducted;
• Providing input on the overall Board agenda and setting individual Board agendas;
• Ensuring a timely flow of high quality supporting information with the assistance of the Board Secretary;
• Conducting of continuing educational programme for new and all directors.
• Sharing agendas, decisions and outcomes of the Board with the Members; and following up on Board actions.

14.5.      Chief Executive Officer

The Chief Executive Officer shall be responsible for:

• Day-day management of the Company.
• Implementation of the company’s strategic imperative to ensure sustainable development of the Company.
• Provide to the Board accurate and timely information for sound decision making.
• Management of the Company’s finance.
• Protecting the interest of the Company and standing as a representative of the Company in its dealing with stakeholders.

14.6.     Secretary

The Board Secretary is responsible for:

1. Assisting the Board and management to imbibe corporate governance practice in the Company.
2. Provide to the Board a detailed guideline on how their responsibilities is to be discharged in line with the requirements of the rules and regulation in place for companies.
3. Provide support to the decision making of the company to help the company achieve its aim in line with the rules and regulations.
4. Reporting to the Board on Board governance matters and to the CEO/ Managing Director in relation to administrative matters.
5. Ensuring a follow up on agreed Board actions.
6. Ensure timeous circulation of information to the Board.
7. ROLES AND RESPONSIBILITIES OF EACH COMMITTEE

 15.1.      Governance and Remuneration Committee

1. Review the structure, size, composition and commitment of the Board annually and make recommendations on any proposed changes to the Board.
2. Establish a formal and transparent process of Board appointment, committee appointment, reviewing prospective candidate qualification, and any potential conflict of interest.
3. Identify individuals suitable qualified to become Board members and make recommendations to the Board for nomination and appointment as Directors.
4. Ensure that the Board undertakes an annual performance evaluation of itself, Committees, Chairman, MD/CEO, Individual Directors as well as corporate governance practices.
5. Ensure that succession planning is in place for the Chairman, MD/CEO, Board, ED, NED and senior management positions.
6. Ensure that the company has a programme for the induction and training of Directors.
7. Ensure the periodic review of Board Charter, Committee meeting charters and other governance policies.
8. Develop a clear and formal framework for the Company’s remuneration policies and procedures.
9. Recommend to the Board on Company’s remuneration polies and procedures.

15.2       Audit Committee

1. Ascertain whether the accounting and reporting policies are in accordance with legal requirements.
2. The review the scope and planning of Audit requirements.
3. Review findings in management letters in conjunction with the External Auditor.
4. To keep under review the effectiveness of the Company’s system of accounting and internal control.
5. Make recommendations to the Board on the appointment, removal and remuneration of the External Auditor of the Company.
6. Ensure the development of related party transaction policy and monitor the implementation by management.
7. Review the Independence of the External Auditors and also develop a policy on the nature, extent and terms under which the External Auditor may perform non-audit functions.
8. Develop whistle blowing policy and procedures and ensure that the report is presented to the Board.
9. Discuss the interim and annual audited financial statement with the management and External Auditors and recommend same to the Board.

10.Oversee the process of identifying risk and ensure that adequate measures are in place prevent, detect and report risk.

11. Develop an Internal control framework for the Company and also provide assurance on the effectiveness of the Internal Controls.

15.3.   Finance and Risk Committee

1. Review and recommend for approval of the Board the risk management policies and framework.
2. Review compliance of the Company to Laws and regulatory requirements.
3. Review changes in economic and business environment including emerging trends and other factors to the Company’s risk profile, or other trends that may threaten the business model.
4. Review and recommend to the Board annually, the Company’s Information Technology Data governance framework to ensure that I.T data risk are mitigated and managed effectively.

15.4. Training Committee

1. Direct and drive skills development process and continually evaluate the implementation of identified needs.
2. Develop and implement external and internal skill development strategy.
3. Conduct training of senior management staffs and Heads of department and also consider priorities on short and long term needs of the company.
4. Ensure that the company have in place training policy.
5. Ensure that the skill plan is in line with the Company’s objective.
6. Monitor the progress of skill development.
7. Identify the resources to evaluate the training program in the Company.

Statement of Compliance with Code of Corporate Governance

The Board of Directors (the ‘Board’) of Global Spectrum Energy Services Plc (“the Company”) acknowledges the importance of having a strong corporate governance framework in place for the effective functioning of the company in other to achieve its objectives subject to various guidelines for the benefit of the stakeholders.

The Board ensures that corporate governance framework is built around the principles of openness, independence, accountability, responsibility, fairness and ethical conducts.

As a Public Limited Company listed on the Nigerian Stock Exchange, Global Spectrum Energy Services Plc endeavors to adopt the Nigerian Code of Corporate Governance (NCCG) and the SEC code of Corporate Governance guidelines (SCCG) in its daily activities.

Compliance with the Code

Responsibilities of the Board of Director and Officers of the Board

The Board plays a key role in effective governance as it lies at the top end of a system of control that is focused on overseeing and challenging management and control functions.

A successful company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership, as well as promoting ethical culture and responsible corporate citizenship. The Company headed by an effective Board leads and controls the business and promotes the company’s values and standards.

The Board is composed of members who are competent, fit and proper to run the affairs of the company in their various capacities. They are conversant with the business of the company and the statutory and regulatory requirements regulating its business.

The Board acts in the best interest of the company at all times and also complies with the laws of the Federal Republic of Nigeria, applicable regulations and the Company’s Memorandum and Article of Association.

The Board ensures the implementation of succession planning, Risk Management and also oversee the Internal Audit function through various committees.

The process of appointment of Director is conducted in terms of the company’s Memorandum and Articles of Association which is also in line with the provisions of the codes.

The Company presently have 6(Six) Director who have the requisite skills with a mix of diversity and skills.

Board Structure and Composition

Experience has shown that the size of the Board is appropriate to facilitate the effectiveness of a company. The Board has a sufficient size to fulfil its role diligently and each member of the Board has the requisite skills, knowledge, diversity, experience and independence to effectively manage the company.

The Board has an appropriate mix of Executive, Non-Executive and Independent Non-Executive Director.

As at 31^st December 2020, the Board had a composition of 6(Six) Directors.

Chairman

The Board Chairman is responsible for the overall leadership of the Company and the Board.

The Chairman of the Company is a Non-Executive Director who is not involved in the day to day running of the Company

The Chairman sets the agenda and ensures that the Director receive precise, timely and objective information for effective contribution in Board and general meetings and at the same time ensures effective communication with shareholders. During Board meetings, he encourages active engagement by all Board members and ensures that Director constructively challenge senior management. The Chairman also facilitates the effective contribution of non-executive Director thus ensuring constructive relations between executive and non-executive Director.

The Chairman in collaboration with the company secretary ensures provision for induction of new Director and also ensure continuous development programms for subsisting Director.

The Chairman of the Board does not serve as the Chief Executive Director or Chairman of any Executive Board Committee. This is to allow for checks and balances and to avoid the concentration of authority on an individual. Their roles are defined in writing.

The letter of appointment of the Chairman approved by the Board and agreed to by the Chairman clearly establishes the responsibilities of the Chairman, including an assessment of the time commitment expected.

The Chairman and the CEO acknowledge that it is imperative to have a constructive relationship with each other and that a certain level of independence is maintained.

Chief Executive Officer

The Chief-Executive Officer of the Company leads the senior management in the day to day running of the affairs of the company and is very conversant with the company’s business. He was appointed by the Board considering his entrepreneurial skill, credibility and integrity.

The Chief Executive Officer develops, drives and delivers performance within strategic goals, commercial objectives and business plans agreed by the Board. He ensures compliance with appropriate policies and procedures and maintains an effective framework of internal controls over risk in relation to the business. He makes decisions in all matters affecting the operations, performance and strategy of the business, except for those matters reserved for the Board or specifically delegated by the Board to its Committees. He is also responsible for the recruitment and appointment of senior management, after consultation with the Remuneration and Nomination Committee.

He is not a member of the Remuneration, Audit, Nomination and Governance committee, He is a member of the Finance and Risk Committee.

Executive Director, Non-Executive Director and Independent Non-Executive Director

The Executive Director helps the Chief Executive Director on the day to day affairs of the company, implement and achieve the company’s strategy as well as management of company’s finance.

The Company currently have a total number of 2(Two) Executive Director whose responsibilities are set out in their contract of employment.

The Non-Executive Director on the company brings their independent judgement to the Board especially in issues of strategy and performance. The Company currently have a total of 4(Four) Non-Executive Director.

Company Secretary

The company secretary is a firm composed of Legal Practitioners with relevant qualifications and competence necessary to effectively discharge its duties.

Amongst other duties, the secretary ensures that it provides to the Board guidelines on how to effectively discharge their functions, coordinate training and induction program, meetings, advisory services to the Board both individually and jointly and ensures that there is total compliance with the laws, codes and regulations.

Meeting of the Board and appointment to the Board

The Board meets at least once every quarter and the attendance of each director is considered for re-election. All the Director dedicate the necessary time and attention to their duties as Director of the company. The holding of other Directorships in other companies is in line with regulatory provisions.

The Governance and Remuneration committee (a joint committee) recommends to the Board a fit and proper candidate to be appointed to the Board.

Shareholders are also informed in the Annual report the biographical information of the proposed director to guide their decision on appointment. (Reference is made to the Board Charter and Terms of Reference).

The Company’s Articles of Association require all Director to submit themselves for re-election by shareholders at each Annual General Meeting.

Board Committees

In accordance with the rules, the Board delegated some of its functions, duty and responsibility to different committees which includes the Governance and Remuneration, Audit and Risk Management.

• Governance and Remuneration

This committee is composed of Independent Non- Executive Director and Non-Executive Directors and are responsible for recommending fit and proper individuals to the Board for appointment on the Board and also considers the overall remuneration packages (including pension) of the Executive Director with the aim of recognising best practice, aligning with shareholder objectives and encouraging behaviours to maintain the long term success of the business.

The committee met twice as at 31^st December 2020 and recommended to the Board the nomination and appointment of Okonkwo Chidolue as a Non-Executive Director and Independent Non-Executive Director after reviewing the qualification of potential candidates.

The committee made sure that the size and composition of the Board is not less than the number in its article and the codes of corporate governance.

Annually, the committee puts in place a succession plan and policy which serves as a guideline to regulate the appointment of Board members and senior management.  This Committee is also responsible to periodically assess the skills, knowledge and experience of individual Director and of the Board collectively and report on this to the Board.

The Committee perform its role regarding ‘fit and proper’ assessments of present and prospective Board Members.

A remuneration policy is in place to ensure that the Director of the company are properly remunerated to attract, motivate, reward and retain them but at the same time not too excessive.

The Shareholders approves the remuneration of the Non-Executive Director and Independent Non-Executive Directors.

The remuneration policy and the remuneration of all the Director are disclosed in the company’s Annual report.

• Finance and Risk

The committee is composed of 2 (Two) Non-Executive Director and an Executive Director. The committee is responsible for the proactive risk management policy, ensures that the company has a structured and appropriate approach to risk. Each area of the business has a clear focus to identify, evaluate and manage and review risk in line with strategic priorities and risk appetite. The risk management process is overseen by the finance and risk committee. The committee meets once every quarter.

At the Executive management level, a committee is created and chaired by the Chief-Executive officer who is responsible for risk at the operational level. Also a Risk officer was appointed to provide advice to the Board indirectly on all risk issues affecting the company and at the same time reports to the Chief-Executive Officer and the Chief Finance Officer, he is always in attendance at the meeting of the Risk Committee. Reference is made to the Risk Management Policy.

• Audit Committee

The Audit Committee of the company is comprised of 2 (Two) Nonexecutive Director being Mr. Clement Akanibo and Mr. Chidolue Okonkwo and 2(Two) shareholder representatives being Chief Joel Kroham and Mr. Ezekiel Chaka. They are fit and proper as they possess the relevant accounting and financial experience.

The committee reviews the scope of planning of the audit requirement, reviews the external auditors management report, ascertain that the accounting and reporting policy of the company is in accordance with the legal requirements and agreed practice, keep under review the effectiveness of the company’s system of accounting and internal control, make recommendations on the appointment, removal and remuneration of external auditors and also authorize the internal auditor to carry out investigations into the activities of the company which is of concern to the committee.

The Committee meets once every quarter and Executive Director and other relevant participants are invited to attend the meetings, when appropriate.

• Training Committee

The committee acts on behalf of the Board on all matters relating to training of senior management staffs and Heads of Departments.

Induction and Continuous Education

There is a formal induction program for newly appointed Director and a continuous program for continuing Director to assist in the effective discharge of their duties. (Reference is made to the Board Charter and Terms of Reference).

The induction of Director takes place immediately after his/her appointment to the Board, the purpose is to familiarize themselves with the company’s business, services and how it operates. An Annual training and orientation plan has been put in place by the  Training committee for that purpose which contains the different orientation needed by the Executive Director and Non- Executive Director and continuous training programmes.

Board Evaluation

All members of the Board are evaluated both individually, jointly and as a committee. Internal Board evaluation is also carried out by the Governance and Remuneration Committee and the Company Secretary through a Board Effectiveness Questionnaire.

The amount of time that the Non-Executive Director are expected to commit to discharge their duties is agreed on an individual basis at the time of appointment and reviewed periodically thereafter. The time commitment agreed takes into account whether the appointee is the chairman or a member of a Board committee(s).

In evaluation the days of commitment and the performance of the Director are considered and the result of the evaluation is communicated and discussed by the Board as a whole.

For the period under review, an External Consultant (Z.I. Osowoh and Associates) conducted a Corporate Governance and Board Evaluation.

Relationship with Shareholders

The Company recognizes dialogue with shareholders and constructive use of Annual General Meeting.

The Executive Director engage proactively with analysts, investors and shareholders to promote mutual understanding of objectives and to ensure their views are communicated to the Board as a whole.

The Company maintains an on-going communication with its shareholders on its strategy and performance in order to enhance trust and confidence in the company. During the period under-review, the company issued various company announcements and media releases to explain ongoing corporate developments and material events and transactions that have taken place and their impact in the company.

The company communicates with shareholders in the following ways:

• through the ‘Annual Report and Accounts’ which is provided to shareholders;
• through the publication of company announcements and media releases; and
• at the Annual General Meeting and Extraordinary General Meetings.

All information that aids the effectiveness and participation of shareholders are sent out promptly and all shareholders are given the opportunity to ask questions during the general meeting. The company maintains an open channel of communication with its shareholders through the Company Secretarial Office.

The Board ensures at all times a transparent dealing with shareholder’s associations and ensures equitable treatment of all shareholders especially the interest of minority.

Business Conduct and Ethics/ Ethical Culture

The company has in place a business conduct and ethics policy which is approved by the Board. The policy is designed to ensure that ethical standards and behaviours are maintained within the company. The policy is reviewed periodically where the need arises. (Reference is made to the Business Conduct and Ethics Policy).

The Company also has in place policies on the following: Insider trading, related party transactions and conflict of interest policy which is uploaded on the Investors portal of the company’s website.

Sustainability

The Board continues to recognise that the Company has a role within, and responsibility towards, the community it serves. To discharge these roles and responsibilities, during 2020 the company utilize its resources in order to carry out a series of initiatives and projects designed to provide value to various sectors within the community.

During the pandemic, the Company provided materials that helped its community to curtail the spread of the Virus.

From an environmental friendly perspective, the company continued to take several measures to raise its commitment to support a sustainable environment for the community and for future generations.

Transparency/Disclosures

The company has in place a communication policy which is posted on the company’s website (Investors Portal).

The information to the shareholders are clear and written in a language that is easily understood.

The Company make disclosures to the shareholders through the Investor portal of the website and through its Annual Reports.