The Board has overall responsibility for ensuring that the company is appropriately managed, adheres to principles of good corporate governance and achieves its strategic objectives.
Axxela Limited is firmly committed to effective corporate governance principles and best practices. Accordingly, though not a public company, Axxela Limited generally operates in line with the principles set out in SEC’s Code of Corporate Governance for Public Companies (SEC Code), to the extent appropriate for its shareholding structure and the size and nature of its business.
Axxela fosters and cascades corporate governance principles through a number of initiatives including periodic awareness sessions and presentations. The company’s core values of professionalism, partnership and excellence are exemplified through these initiatives. In an attempt to better discharge its oversight functions in accordance with the Code of Corporate Governance and global best practices, the Board alongside the Management team and members of the Safety, Audit and Risk Committee ensure the implementation of policies which are geared towards improving performance and strategising to actualise the expectation of its stakeholders.
In accordance with the SEC Code requirement that the Board should be of a sufficient size relative to the scale and complexity of the company’s operations and the company’s Articles of Association which provides that the Company’s Board shall consist of not more than seven Directors, the Board consists of the Chairman, five non-executive directors (one of which is an independent director) and one executive director (the Chief Executive Officer). The position of the Chief Executive/Managing Director and the Chairman are held by separate persons in accordance with the SEC Code.
The Board meets regularly to set broad policies for the company’s business and operations and it ensures that a professional relationship is maintained with the company’s Auditors in order to promote transparency in financial and non-financial reporting.
The Board has the following Board Committees which provide guidance and recommendations to the full Board:
- Strategy and Finance Committee
- Safety, Audit and Risk Committee
- Governance and Remuneration Committee
A range of decisions is specifically reserved for the Board to ensure it retains proper direction and control of the Company. The Board is authorized to delegate some of these functions to executive directors (or other officers) who are responsible for the day to day management of the business. The document delegating Authority to certain directors and committees was approved in 2018 and sets the financial limits on the decisions that can be taken in relation to identified matters, as well as monetary spending thresholds above which Board approval is required.
In this regard, the Company has put in place the following policies to assure compliance with anti-corruption and governance standards and practices: