CORPORATE GOVERNANCEThe Directors of Shyamji Group place great importance on the proper governance of the Company and, in particular, the need to focus on carrying out prudent risk-taking activities which achieve a balance between:
The Company's corporate governance framework has been designed, as a whole, to address all of these issues in a manner that will maximise the contribution of the Board and management to the success of the business. Summaries of the Company's corporate governance policies and charters (and a copy of the Audit and Risk Committee charter) are set out below. Board Charter The Board of the Company has adopted a charter which sets out the Board's powers and responsibilities, as well as certain procedural matters for the Board's operation. Those matters which the Board has reserved to itself, that is, those decisions which are the Board's alone, are also contained in the charter. Audit and Risk Committee Charter The Board has established a committee of directors, the Audit and Risk Committee, with responsibility for a range of matters relating to financial reporting, audit and internal risk and control systems. Nomination Commitee Charter The Nomination Committee of the Board comprises the Chairman, the Deputy Chairman and all non-executive directors of the Company and has primary responsibility for matters of Board composition, director selection and training. Remuneration and Organisation Committee Charter The Company's Remuneration and Organisation Committee, comprising 3 independent non-executive directors, is generally responsible for advising the Board on, and monitoring, the Company's remuneration policies. Health Safety and Environment Committee Charter The Company's Health, Safety and Environment policies are fundamental to the Company values, as stated in Our Bond. Highlighting the importance of these issues, the Board has established a Health, Safety and Environment Committee. The Committee comprises all directors of the Company, and meets at scheduled times after Board meetings, to specifically focus on Health, Safety and Environment issues. Procedure for Selection and Appointment of New Directors The Company's constitution permits the Board to appoint directors, subject to the subsequent approval by shareholders. Under its charter, the Nomination Committee has responsibility for identifying and recommending to the Board, candidates for appointment as a director by the Board. Guide to Business Conduct As a leading Ferro Alloys company, Shyamji Group is judged not only by the profits we make and the products we deliver to our customers, but by the way we act. The Shyamji Group Guide to Business Conduct sets out the Company's basic principles of business conduct. External Auditor Selection and Rotation Policy The external audit function is an important element in Shyamji Group's financial reporting process. To support this function, Shyamji Group has developed a policy in relation to the selection of the external auditor and the rotation of audit partners. Continuous Disclosure Policy The Company has a Continuous Disclosure Policy for complying with its disclosure obligations, along with systems to support the policy. Risk Management Policy and Internal Compliance and Control System The oversight and implementation of risk management systems is fundamental to the effective monitoring of the risks that arise as a normal part of the Company's business. Shyamji Group has a number of elements to its risk management and internal compliance and control systems. Performance Evaluation Performance evaluation is part of Shyamji Group's regular review process, to ensure that the people and systems within the Company are working effectively. The Board, Board Committees, and senior executives take part in annual performance reviews, which are designed to reward performance and identify areas that need improvement. Delegation of Authority Policy The Board has developed a policy which specifically reserves certain matters for determination by the Board. Matters not specifically dealt with are delegated to management. The Delegation of Authority Policy also establishes a framework for management to regularly report to the Board about the exercise of delegated authority. Director Independence Policy The Board considers the independence of Directors at least annually. The independence status of each non-executive Director is set out in the Company's annual report. The Board's Policy on Independence sets out the process followed by the Board in considering Director independence. |
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