BOARD OF DIRECTORS

The Board’s primary objective is to protect and enhance long-term shareholders’ value. To fulfill this role, the Board is responsible for the overall corporate governance of the Company including formulating its strategic direction, approving operational and capital budgets, setting remuneration, appointing, removing and creating succession policies for directors and senior executives, establishing and monitoring the achievement of management’s goals and ensuring the integrity of internal control and management information systems. It is also responsible for approving and monitoring financial and other reporting.

The Board has delegated responsibility for operation and administration of the Company to Mr Javier Del Ser Perez (Chief Executive Officer) and senior management. The Board as a whole is able to address the governance aspects of the full scope of the Group’s activities and to ensure that it adheres to appropriate ethical standards. This position will be reviewed as the Group develops.

BOARD PROCESSES

The Board has established a framework for the management of the Group including a system of internal control, a business risk management process and the establishment of appropriate ethical standards. The full Board holds regular meetings to discuss operational matters, plus strategy meetings and any extraordinary meetings at such other times as may be necessary to address any specific, significant matters that may arise. The Board has determined that individual directors have the right qualification and experience to perform their duties and responsibilities as directors. With the exception of expenses for legal advice in relation to director’s rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably.

BOARD COMPOSITION

Section 87(1) of the Labuan Offshore Companies Act provides that every offshore company shall have at least one director who may be a resident director. Section 87(2) states that only an officer of a trust company established in Labuan shall act or be appointed as a resident director. The Company’s Articles provide that there shall be at least one and not more than 7 directors.
If the Company’s activities increase in size, nature and scope the size of the Board will be reviewed periodically and the optimum number of directors required to supervise adequately the Company is determined within the limitations imposed by the Company’s Articles and as circumstances demand. The membership of the Board, its activities and composition is subject to periodic review.

The criteria for determining the identification and appointment of a suitable candidate for the Board shall include qualification of the individual, background of experience and achievements, credibility within the Company’s scope of activities, intellectual ability to contribute to Board duties and physical ability to undertake board duties and responsibilities.

Remuneration policies

Remuneration levels are competitively set to attract and retain appropriately qualified and experienced directors and senior executives. The broad remuneration policy is to ensure the remuneration package properly reflects the person’s duties and responsibilities and level of performance, and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. Where necessary, independent advice on the appropriateness of remuneration packages is obtained.

Ethical standards

The Board acknowledges the need for continued maintenance of the highest standards of corporate governance practice and ethical conduct by all Directors and employees of the Group. The Directors and management have the responsibility to carry out their functions with a view to maximising financial performance of the Group.

All Directors and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Group. Directors must keep the board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Group. Where the board believes that a significant conflict exists for a director on a board matter, the director concerned does not receive the relevant board papers and is not present at the meeting whilst the item is considered.

Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other Boards.

Financial reporting and budgeting

The Group’s financial reporting is founded on a sound system of risk management and internal compliance and control. A budgeting system with an annual budget approved by the Directors has been established.