Building a strong foundation into the future

We strive to adopt the best practice of corporate behaviour towards our staff, customers and social responsibility

The Board of Directors has adopted the following guidelines to promote the effective governance of the company. These guidelines are intended to serve as a flexible framework within which the Board may conduct it's business, and the Board may deviate from these guidelines from time to time. The board will also review and amend these guidelines as it's deems necessary or appropriate. On behalf of the Company's shareholders, the Board is responsible for overseeing the management of the business and affairs of the Company. The Board acts as the ultimate decision-making body of the Company, except on those matters reserved to or shared with the shareholders of the Company under the laws of England.

 

1. Director Qualifications

In choosing Directors the company is seeking individuals with a very high integrity, business savvy, shareholder orientation and genuine interest in the Company. The Board does not have limits on the number of terms a Director may serve. The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection. The Board of Directors and Shareholders are responsible for nominating directors for election or reelection.

 

2. Director Responsibilities

The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interest of the Company and it's shareholders, and to conduct themselves in accordance with their duties of care and loyalty.

In addition it is the responsibility of the Directors to chart a course of the development of the company that will bring success, achievement and pleasure to all stakeholders and an ever-increasing number of customers.

Financially, it is the responsibility of Directors to maintain sound, conservative Balance Sheet and deliver a reasonable return to shareholders over a period of time, both in the form of Operating Profit and Return on Capital employed.

 

3. Orientation and Continuing Development

All new directors receive an orientation from the Managing Director and are expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. The Company does not maintain any formal orientation or continuing education programs but will pay for all courses and training, deemed to be of benefit to improve Director performance.

 

4. Management Succession

Assuring that the Company has the appropriate successor to the current Managing Director in the event of his death or disability is one of the Board's primary responsibilities. The Company does not anticipate that Managing Director will retire other than due to disability. The Managing Director reports annually to the Board on executive management succession planning and makes available, on a continuing basis, his recommendation on succession in the event he were disabled. The Board of Directors regularly review succession planning and the strengths and weaknesses of certain individuals currently employed by the Company who could succeed the Managing Director in the event of his death or disability.

The Board of Directors is responsible for evaluation of the performance of the Company's Managing Director and setting his remuneration.

 

5. Annual Performance Evaluation

The Board of Directors conducts an annual evaluation to determine whether the Managing Director and Executive Board and it's committees are functioning effectively. The Board also conducts an annual evaluation of its performance relative to the requirements of it's Charter and reports its conclusions to the Board.

 

6. Public Disclosure of Corporate Governance Policies

The Company posts on its website copies of the current version of the Company's Code of Business Conduct and Ethics and the charters of Company Governance and discloses in its annual report that such information is available on it's website or in print to any shareholder.

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