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INTRODUCTION
O-line is committed to making corporate governance a distinguishing feature of its business. The company will endeavour to comply with the principles incorporated in the King Code of Corporate Practices and Conduct. A summary of the current compliance is as follows:
BOARD OF DIRECTORS
The board of directors of the company (“the board”) is based on a unitary structure and retains full and effective control and management of the group. There are 3 executive directors on the board and 2 nonexecutive directors, with the positions of chairperson and chief executive officer being separate.
The board currently consists of 5 white men.
The non-executive directors and the executive directors do not have fixed-term service contracts. In terms of the company’s articles of association, one third of the directors (or if their number is not a multiple of three, then the number nearest to one third but not less than one third) shall retire from office at the annual general meeting. The directors to retire shall be those who have been longest in office since their last election.
Retiring directors shall be eligible for re-election.
The board meets regularly, at least quarterly, to review the direction, strategic issues, major contracts and commitments, group policies and stakeholder reporting. In addition to the quarterly meetings, the board also meets on an ad hoc basis to consider specific issues.
All new directors will be given a presentation on the group’s strategy, as well as a document outlining the duties and liabilities of directors.
Each director has the right to seek independent professional advice on matters relating to his/her position as a director of the company at the company’s expense, subject to prior approval of the chairperson, which shall not be unreasonably withheld.
BOARD COMMITTEES
Certain functions have been delegated to committees which will operate within agreed terms of reference approved by the board. The functions of these committees are described more fully below.
Audit, risk and nomination committee
The committee comprises the non-executive directors and the Designated Advisor. The primary responsibility of the committee is to evaluate matters concerning accounting policies, internal controls, auditing, financial reporting, risk management and compliance and reviewing the published financial statements of the group prior to board approval. This committee also assists the board with company policies, the structure, size and effectiveness of the board and its committees, and in reviewing the group’s governance processes. Furthermore, it makes recommendations on the appointments of new directors and establishes the formal induction process and ensures that a training and development programme is in place for board members. The committee meets twice a year or when required for the process of nomination.
The external auditors have unlimited access to the chairperson of the committee. The audit committee is responsible for recommending the use of the external auditors for non-audit services. Auditors are appointed annually based on the recommendation of the audit committee. Risk management policies will be implemented as and when the need for such policies arises.
The committee, in carrying out its tasks, has a wide range of powers to consult both internally and externally in order to acquire the necessary resources to complete its duties.
Remuneration committee
The company currently does not have a remuneration committee as this is not an Altx requirement.
Company secretary
The company secretary is accountable to the board on all governance and statutory matters and in this
respect all directors have access to the services of the company secretary. The appointment and removal of the company secretary is a matter for the board has a whole.
Internal control
The company’s internal controls are designed to provide reasonable assurance to the integrity and reliability of the financial statements and to adequately safeguard, verify and maintain accountability of its assets.
Non-financial matters
All directors and employees are required to maintain the highest ethical standards in ensuring that the group’s business practices are conducted in a manner which in all reasonable circumstances is beyond reproach.
Stakeholder communication
The board will strive to present a balanced and understandable assessment of the group’s position
addressing material matters of significant interest and concern to stakeholders.
Continuous disclosure
The company has in place a continuous disclosure policy for directors and officers to ensure that timely and accurate information is provided to all shareholders. The company secretary is the nominated communication officer and is responsible for liaising with the board to ensure the company complies with its requirements.
Code of conduct
The company has a Human Resources Policies and Procedures book which provides a code of conduct for
employees and directors to ensure that the business of the company is conducting in an ethical and legal manner.
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