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Chagala Group is committed to applying high standards of corporate governance which safeguard its business integrity and performance.

Role of the board

The Board is responsible for supervising the conduct of the Company’s affairs and the management of its business. This includes setting long-term goals and objectives for the Company, formulating the plans and strategies necessary to achieve those objectives and supervising Senior Management in their implementation. Although the Board delegates the responsibility for managing the day-to-day affairs of the Company to Senior Management personnel, the Board retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business.

The Board needs to be satisfied that the Company’s Senior Management will manage the affairs of the Company in the best interest of the Shareholders, and that the arrangements made for the management of the Company’s business and affairs are consistent with the Board’s duties described above.

In discharging this responsibility, the Board oversees and monitors significant corporate plans and strategic initiatives. The Board’s strategic planning process includes regular budget reviews and approvals, and discussions with management relating to strategic and budgetary issues. At least one meeting per year is to be devoted substantially to a review of strategic plans proposed by management.

The Board approves annual operating and capital budgets, any material dispositions, acquisitions and investments outside of the ordinary course of business or not provided for in the approved budgets, long-term strategy, organizational development plans and the appointment of Senior Executive Officers.

The Board also expects management to provide the Directors on a timely basis with information concerning the business and affairs of the Company, including financial and operating information and information concerning industry developments as they occur, all with a view to enabling the Board to discharge its stewardship obligations effectively. The Board expects the management to efficiently implement its strategic plans for the Company, to keep the Board fully apprised of its progress in doing so and to be fully accountable to the Board in respect to all matters for which it has been assigned responsibility.

Committees

The Board has two committees:

  1. The Remuneration and Nominations Committee
  2. The Audit Committee

Remuneration and Nominations Committee

The Remuneration and Nominations Committee comprises a majority of independent Directors and has a number of monitoring roles as well as the main duties of assessing the suitability of candidates nominated by our Shareholders as replacement Directors, determining remuneration for Senior Executives and ensuring that Chagala has adequate and appropriate human resources to achieve its objectives.

Chairman – Javier Del Ser
Member – Michael C. Carter

Audit Committee

The Audit Committee assists the Board in overseeing the risk management framework by reviewing any matters of significance affecting financial reporting and internal controls of the Company.

The Company has a policy on Directors’ and Senior Executives’ dealings in shares, which is based on the Model Code for Directors’ dealings contained in the London Stock Exchange’s Listing Rules.

The Board understands its responsibility for ensuring that there are sufficient, appropriate and effective systems, procedures, policies and processes for internal control of financial, operational, compliance and risk management matters. In carrying out their responsibilities, the Directors have put in place a framework of controls to ensure on-going financial performance is monitored in a timely and corrective manner and risk is identified and mitigated.

Chairman – Javier Del Ser
Member – Michael C. Carter