Constitution of the Board and its Sub-Committees
The Board considers that good corporate governance is central to achieving the Company’s objectives and has applied the Quoted Companies Alliance (QCA) Guidelines principles in drawing up the Company’s risk management framework which enables the Board to balance the need for systems and procedures with the need for flexibility and entrepreneurship that is essential in growth companies.
The Board and its Committees
The Company is led by a Board comprising Non-Executive and Executive Directors with significant experience in financial services and deep relationships in its core markets. The appointment of Directors is considered by the Nomination and Remuneration Committee and then the Board. Following the provisions in the Articles of Association, all Non-Executive Directors must stand for re-election by the shareholders at the first Annual General Meeting following their appointment and must also stand for re-election by the shareholders, at least every three years. Executive Directors normally retire at age 65, as required by their service agreements. Non-Executive Directors are appointed for three-year renewable terms, which may be terminated by giving three months’ notice.
The Board is required to meet at least three times a year. The Board has a programme designed to enable the Directors to review corporate strategy and the operations and results of the business and to discharge their duties within a framework of prudent and effective controls relating to the assessment and management of risk.
The matters specifically referred to the Board for decision include the approval of the annual report and financial statements; the payment of dividends; the long-term objectives of the Group; the strategies necessary to achieve these objectives; the Group’s budgets and plans; significant credit exposures; significant capital expenditure items; significant investments and disposals; the organisational structure of the Group; the arrangements for ensuring that the Group manages risk effectively; any significant change in accounting policies or practices; the appointment of the Group’s main professional advisers; and the appointment of senior executives within the organisation.
The Board has delegated to the Committees of Rasmala the power to make decisions on operational matters, including those relating to credit, liquidity, operational and market risk, within an agreed framework.
All Directors have access to the services of the Company Secretary, and independent professional advice is available to the Directors at the Group’s expense, where they judge it necessary to discharge their duties as Directors.
The Board reviews and approves its composition and charter in order to set the risk management framework of the Group at least annually. To assist the Board in executing its functions, it reviews and approves the composition and charters of the following Board sub-committees:
Board Risk Committee
The Board Risk Committee comprises Abdallah Al-Mouallimi (Chairman), Martin Barrow and Zak Hydari. The Board Risk Committee assists the Board in fulfilling its investment risk management responsibilities. These responsibilities include determining the Group’s risk profile and ensuring that management remains within the Board’s predetermined risk appetite. Meetings are held at least three times per annum and include the Chief Executive Officer and Finance Director and Head of Risk Management by standing invitation. The terms of reference include reviewing capital adequacy, liquidity, credit risk, market risk, operational risk and approvals under the Board’s delegated authority.
The Audit Committee comprises John Wright (Chairman) and Michael Toxvaerd. In discharging its duties, the committee is required to review the external auditors’ remuneration and, in discussion with them, to assess their independence and recommend their re-appointment at the Annual General Meeting. The committee also reviews the financial statements published in the name of the Board and the quality and acceptability of the related accounting policies, practices and financial reporting disclosures; the scope of work of the internal auditor, reports from the internal auditor and the adequacy of their resources; the effectiveness of the systems for internal control, risk management and compliance with financial services legislation and regulations; procedures by which staff may raise concerns in confidence; and the results of the external audit and reports from the external auditor and their findings on accounting and internal control systems.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee, which comprises Martin Barrow (Chairman) and Abdallah Al-Mouallimi, reviews the composition of the Board, taking into account the skills, knowledge and experience of Directors and considers and makes recommendations to the Board on potential candidates for appointment as Directors. The committee also makes recommendations to the Board concerning the re-appointment of any Non-Executive Director by the Board at the conclusion of his or her specified term; the re-election of any Director by the shareholders under the retirement provisions of the Articles of Association; any matters relating to the continuation in office of a Director; and the appointment of any Director to executive or other office.
The Nomination and Remuneration Committee evaluates the performance of the Board and its committees and makes appropriate recommendations to the Board. This is conducted through a self-assessment process that requires each Director to assess and rate the performance of the Board and its committees. The results of the exercise are considered by the Board and appropriate steps agreed and implemented to remedy any areas of deficiency or concern.
The Nomination and Remuneration Committee reviews the remuneration policy for senior management, to ensure that members of the executive are provided with appropriate incentives to encourage them to enhance the performance of the Group and that they are rewarded for their individual contribution to the success of the organisation. It is also made aware of, and advises on, major changes to employee benefits schemes.