The Board, Sub-Committees and Administration
Corporate Governance
The Board comprises three independent non-executive directors, two non-independent non-executive directors and two executive directors. The Directors recognise the importance of sound corporate governance and monitor compliance with the Quoted Companies Alliance Corporate Governance Guidelines for AIM Companies and King III Report on Corporate Governance in South Africa. In particular, the Directors are responsible for overseeing the effectiveness of the internal controls of the Company designed to ensure that the assets of the Company are safeguarded, that proper accounting records are maintained and that the financial information on which business decisions are made and which is issued for publication is reliable.
The Board has four sub-committees, being the Audit and Risk Committee, the Investment Committee, the Nomination Committee and the Remuneration Committee. The Audit and Risk Committee, comprising three Directors, meets at least four times a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviewing the annual and interim accounts, results announcements, internal control systems and procedures, accounting policies and risk management. The Investment Committee, comprising three Directors, meets whenever new opportunities are identified and have to be appraised; appropriate investment opportunities are then presented to the Board. The Nomination Committee, comprising three Directors, assists the Board in identifying qualified individuals to become Board members. The Remuneration Committee, comprising three Directors, establishes the remuneration and incetivisation of the team.
Administrator and Secretary
The Administrator, Sabre Fiduciary Limited, was incorporated in the Isle of Man on 29 April 2010 under registration number 124715C as a private company with limited liability under the provisions of the Isle of Man Companies Acts 1931–2004. It is part of the Sabre Group, which has been operating in the Isle of Man since 1995. The Administrator is licensed as a Corporate Service Provider in the Isle of Man pursuant to section 7 of the Financial Services Act 2008. The Administrator has been appointed as administrator pursuant to an administration agreement. In such capacity, the Administrator is responsible for the day-to-day administration of the Company including keeping the statutory records of the Company, and to provide a company secretary for the general secretarial functions required by the Company. The Administrator uses the services of the CREST Settlement Agent for the purposes of settling share transactions through CREST. The cost of this service is borne by the Company.
