Mubasher Financial Services BSC (C) (‘MFS’ or ‘the Company’) shall be headed by an effective, collegiate and well-informed Board of Directors, who will be collectively responsible for the long-term success of the Company.
The Company ensures that there is a clear division of responsibility between running of the Board and the executive responsibility for running of the Company’s business.
The Chairman of the Board is responsible for leadership of the Board and ensuring its effectiveness on all aspects of the role assigned collective to the Board and to each of its Directors and Committees. In the functioning of the Board, as part of their role, non-Executive Directors shall constructively challenge the issues and help arrive at decisions
The Board of Mubasher shall present a fair, balanced and understandable assessment of the Company’s position and prospects.
The Board is responsible for determining the nature and extent of significant risks it is willing to take in achieving its corporate objectives as well as maintaining a sound risk management framework and internal control systems.
The Board is also accountable to shareholders and would ensure regular dialogue with the shareholders based on mutual understanding of the Company’s objectives. Also, the Board would use the AGM as a tool to effectively communicate with shareholders and to encourage their participation in the affairs of the Company.
Based on principles, effectiveness and accountability as outlined in the previous paragraphs, the following are the key provisions of the MFS Code of Corporate Governance
key provisions of the MFS Code of Corporate Governance
Role of the Board
The Board shall meet at regular intervals to discharge their duties with not less than 4 Board Meetings being held in one financial year.
At the end of each financial year, the Board shall prepare a statement on its operation, including a high level statement of key decisions taken by the Board and those delegated to the General Manager/Company management to implement.
The Boards roles and responsibilities include but are not limited to;
· Approving and reviewing at least annually the overall business performance and strategy for the Company;
· Reviewing regularly the implementation of the strategy and operational performance;
· Causing financial statements to be prepared which accurately disclose the Company’s financial performance;
· Monitoring management performance;
· Reviewing regularly the levels of business risks;
· Approving and reviewing at least annually the systems and controls framework (including policies and procedures);
· Convening and preparing agenda for shareholders meetings;
· Monitoring conflict of interest and preventing abusive related party transactions;
· Assuring equitable treatments to all shareholders including minority shareholders; and
· Setting out clearly and reviewing on a regular basis who has authority within the Company to enter into contractual obligations.
Division of Responsibilities
The roles of Board Chairman and General Manager shall be exercised by different individuals.
The Board shall appoint appropriate number of non-executive Directors to represent the shareholders on the Board.
Composition of the Board
The Board shall maintain an appropriate balance of skills, experience, independence and knowledge about the Company and its business to enable the members to effectively discharge their duties.
Appointments to the Board
The Chairman of the Board and the non-Executive Directors shall be responsible for appointments to the Board of Directors.
The terms and conditions of the appointment shall be based on description of the roles and responsibilities prepared by the Board for such appointments.
All Directors of the Company shall allocate sufficient time to the Company to discharge their responsibilities effectively.
The Directors shall be available for 75% of the Board meeting held in a financial year.
The Board Chairman shall ensure that new Directors receive a full, formal induction on joining the Board. The Chairman shall ensure that new Directors continually update their skills and the knowledge and their familiarity with the Company required in fulfilling their obligations on the Board and/or Board appointed Committees.
Information & Support
The Chairman of the Board shall be responsible for ensuring that the Directors receive accurate, timely and clear information before each Board meeting including an Agenda for the meeting.
The Company management has an obligation to provide such information but Directors can seek clarification or amplification as necessary.
The Board shall ensure that non-Executive Directors have access to external professional advice at the Company’s expense where they judge it being necessary to discharge their duties.
The Board shall maintain adequate records of its meetings such that key decisions and how they were arrived at can be traced.
The Board on an annual basis shall evaluate its performance and those of its Directors. The evaluation shall extend to each of the Board appointed Committees and Directors representing such Committees.
The non-Executive Directors, shall be responsible for the performance evaluation of the Chairman, considering views of the Executive Directors.
Conflicts of Interest
The Board shall and has advised its members to ensure any conflicts of interest or potential conflicts of interest are identified, reported, disclosed, prevented or limited.
The appointments to Board of Directors shall be subject to election by the shareholders at the Company’s Annual General Meeting and to re-election at the end of three years of their first appointment.
Financial & Business Reporting
The Board is responsible to present a fair, balanced and understandable assessment of the Company’s affairs extending to any final or interim reporting as well as reporting to the shareholders and regulators.
The Board shall establish arrangement that will enable it to ensure that the information presented is fair, balanced, understandable and reliable.
The Board shall report in its annual report and half yearly financial statements that the business is a going concern, with supporting assumptions and qualifications as may be necessary.
Risk Management & Internal Control
The Board is responsible for determining the nature and extent of significant risks it is willing to take in achieving its strategic objectives. The Board is responsible for maintain sound control environment.
On an annual basis the Board undertakes to evaluate the effectiveness of the Company’s risk management and internal controls systems and to report to the shareholders any significant issues emanating from their evaluation.
Audit Committee and Auditors
The Board shall establish an Audit Committee representing 3 Directors. The Board shall establish the roles and responsibilities of the Committee through a Charter.
The key role of the Audit Committee shall be
· to monitor the integrity of the financial statements of the Company and any formal announcement concerning the financial performance of the Company;
· Review the Company’s financial and other operating controls;
· Monitor and review the Company’s internal audit function; and
· Recommend to the Board the appointment of the Company’s statutory auditor and for re-appointment or removal of such auditor and to approve their remuneration and terms of reference.
The Board shall ensure that the level of remuneration to Executive and non-Executive Directors shall be sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
The levels of remuneration shall reflect the time commitment and responsibilities assigned to a Director. No Director will be involved with fixing of his/her remuneration.
Dialogue with Shareholders
The Board Chairman shall ensure that the views of the shareholders are communicated to the Board as a whole. The Chairman shall discuss governance and strategy with major shareholders.
Non-executive Directors shall be allowed to attend discussions with the shareholders and should also attend meetings with shareholders as may be requested by the shareholders.
Annual General Meeting
The Board is responsible for holding an Annual General Meeting of its shareholder. At any general meeting, the Company shall propose a separate resolution for each substantially separate issue, and shall propose a resolution at the AGM concerning the annual financial statements and Directors report.
The Company shall ensure that all valid proxy appointments at the shareholders meetings are duly recorded and counted.
The Chairman shall arrange for the Directors and the firms statutory auditors to be present at the AGM to answer any questions raised by the shareholders.
The Company shall arrange for the notice of AGM to be sent to shareholders at least 14 days in advance to the date of the meeting.