Governance Highlights

Introduction

Computer Warehouse Group Plc (“CWG” or “Company”) prides itself as a company that implements and applies international best practices in corporate governance, service delivery and value creation for all its stakeholders. CWG’s corporate governance practice is evident in the management structure of the Company, and the principles are embodied in the corporate documents that regulate the day-to-day activities of the Company.

Governance Structure‐ The Board

The ultimate responsibility for the governance of the Company resides with the Board of Directors (“the Board”), which drives the business of the Company. The Board is accountable to shareholders for creating and delivering sustainable value through the management of the Company’s business. The Board carries out its responsibility through its Committees: the Finance, Audit & Risk Committee (FARCOM) and the General Purpose Committee (GENCOM). Through these Committees, interactive dialogue is employed on a regular basis to set broad policy guidelines, and to ensure the proper management and direction of the Company.

The Board comprises six (6) members, three (3) of whom are Non‐Executive Directors (NEDs), while three (3) are Executive Directors (ED). The effectiveness of the Board derives from the appropriate balance and mix of skills and experience of Directors, both Executive and Non‐Executive. The Company’s Board is made up of seasoned professionals who have excelled in their various professions including computer science, engineering as well as accounting, and possess the requisite integrity, skills and experience to bring independent judgment to bear on the deliberations of the Board.

The Board meets quarterly and additional meetings are convened as required. Material decisions may be taken between meetings by way of written resolutions, as provided for in the Articles of Association of the Company. The Directors are provided with comprehensive group information at each of the quarterly Board meetings and are also briefed on business developments between Board meetings. The Board met four (4) times during the year ended 31st December, 2012.

Responsibilities of the Board

The Board determines the strategic objectives and policies of the Company to deliver long‐term value by providing overall strategic direction within a framework of rewards, incentives and controls. The Board also ensures that Management strikes an appropriate balance between promoting long‐term growth and delivering short‐term objectives. In fulfilling its primary responsibility, the Board is aware of the importance of achieving a balance between conformance to governance principles and economic performance.

Powers reserved for the Board include the approval of financial statements and any significant change in accounting policies and/or practices; appointment or removal of Company Secretary; approval of major change to the Company’s corporate or capital structure; the determination and approval of the strategic objectives and policies of the Company to deliver long‐term value; approval of the Company’s strategy, medium and short term plan and its annual operating and capital expenditure budget; recommendation to shareholders of the appointment or removal of auditors and the remuneration of Auditors; approval of resolutions and corresponding documentation for shareholders in general meeting(s), and principal regulatory filings.

Other powers reserved for the Board are the determination of Board structure, size and composition, including appointment and removal of Directors, succession planning for the Board and senior management and Board Committee membership; approval of mergers and acquisitions, branch expansion and establishment of subsidiaries; approval of remuneration policy and packages of the Directors, appointment of the Managing Director; approval of the Board performance evaluation process, corporate governance framework and review of the performance of the Executive Directors; approval of policy documents on significant issues including Enterprise Risk Management, Human Resources, Corporate governance and Anti – Money laundering, and approval of all matters of importance to the Company as a whole because of their strategic, financial, risk or reputational implications or consequences for the Company.

Roles of Chairman and Chief Executive

The roles of the Chairman and Chief Executive are separate. The Chairman’s main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions: monitor effectively and provide advice to promote the success of the Company. The Chairman also facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non‐Executive Directors, both inside and outside the Boardroom.

The Board has delegated the responsibility for the day‐to‐day management of the Company to the Managing Director/Chief Executive Officer, who is supported by Executive Management. The Managing Director executes the powers delegated to him in accordance with guidelines approved by the Board of Directors. Executive Management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews group performance, matters of strategic concern and any other matter it regards as material.

Board Committees

The Board carries out its responsibilities through its Standing Committees, which have clearly defined terms of reference, setting out their roles, responsibilities, functions and scope of authority. The Board has two (2) Standing Committees: FARCOM and GENCOM, through which the Board is able to more effectively deal with complex and specialized issues, and to fully utilize its expertise to formulate strategies for the Company. The Committees make recommendations to the Board, which retains responsibility for final decision making.

Shareholders

The General Meeting of the Company is the highest decision making body of the Company. The Company’s General Meetings are conducted in a transparent and fair manner. Shareholders have the opportunity to express their opinions on the Company’s financial results and other issues affecting the Company.

The Board ensures the protection of the statutory and general rights of shareholders at all times, particularly their right to vote at general meetings. All shareholders are treated equally, regardless of volume of shareholding or social status.

The Board and Management of the Company ensures that communication and dissemination of information regarding the operations and management of the Company to shareholders is timely, accurate and continuous.

The Company Secretary

The Company Secretary provides a point of reference and support for all Directors. The Company Secretary also consults regularly with Directors to ensure that they receive required information promptly. The Board may obtain information from external sources, such as consultants and other advisers, if there is a need for outside expertise, via the Company Secretary or directly. The Company Secretary is also responsible for assisting the Board and Management in the implementation of the Company’s Corporate Governance principles; assisting the Chairman and Managing Director to formulate an annual Board Plan and with the administration of other strategic issues at the Board level; organizing Board meetings and ensuring that the minutes of Board meetings clearly and properly capture Board’s discussions and decisions.

Independent Advice

Independent professional advice is available, on request, to all Directors at the Company’s expense when such advice is required to enable a Member of the Board effectively perform certain responsibilities. The Company meets the costs of independent professional advice obtained jointly or severally by a Director or Directors where such advice is necessary to enable the obligations imposed on an individual, through membership of the Board, to be properly fulfilled.

Executive Management Committee

The Executive Management Committee comprises of senior management staff of the Company. The Committee analyzes and make recommendations on business prospects as well as risks arising from day to day activities of the Company. The Committee provides inputs for the Board Committees and also ensures that recommendations of the Board Committees are effectively and efficiently implemented. The Committee meets as frequently as necessary to immediately take action and decisions within the confines of its powers.

Code of Professional Conduct for Employees

The Company has an internal Ethics and Conduct Policy which all members of staff are expected to subscribe to upon assumption of duties. All members of staff are expected to strive to maintain the highest standards of ethical conduct and integrity in all aspects of their professional life as contained in the Ethics and Conduct Policy which prescribes the common ethical standards, policies and procedures of the Company relating to employee values.

Internal Management Structure

The Company operates an internal management structure where all officers are accountable for duties and responsibilities attached to their respective offices and there are clearly defined and acceptable lines of authority and responsibility.

 

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