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Corporate Governance
The Group aspires to apply the highest possible standards of corporate governance in all areas of its business. Whilst the Board is mindful of the guidance of the Combined Code, its systems will be suitable for a Company of its size, the small number of Directors that form the Board and the external management function provided by the Property Manager.
In this regard, the Company has established an audit committee, comprising all of the Directors, under the chairmanship of Mr Stockwell. The audit committee meets at least three times a year to review the interim and year end financial statements prior to their submission to the Board and to review the appointment of the auditors and the scope, performance and remuneration of services provided by them.
The entire Board also forms the Investment Committee in order to appraise and approve or reject investment proposals made by the Property Manager. The Investment Committee meets as and when required.
The Company does not, however, consider it necessary to establish remuneration or nomination committees as it has no executive directors. The Board as a whole will review annually the level of Directors’ fees. The Company will take all reasonable steps to ensure compliance with the provisions of the AIM Rules relating to dealings in securities of the Company and has adopted a share dealing code for this purpose. The Property Manager has also voluntarily adopted an equivalent share dealing code.
In accordance with the WSE Rules, the Board resolved in January 2008, to the extent practicable, to also comply with the majority of the corporate governance rules defined in the Code of Best Practices for WSE Listed Companies. However, the Company’s compliance with certain principles is limited by the differences between Guernsey and Polish legal systems, procedures and accepted practices.
The Board and, where delegated, the Property Manager use a comprehensive system of controls, checks and reporting requirements that they consider provide the capability to maintain these standards. The systems mentioned are being designed to meet the requirements of the Company and its business and to assess and manage the opportunities and risks that may arise.
Audit Committee - Terms of Reference
Disclosure of interest in shares under Polish law