It is the philosophy of the Board that good corporate governance is a pre-requisite to the achievement of the Company’s goals and objectives. The Directors remain committed to the upholding of high standards of corporate governance in the execution of their duties and in the delivery of sustainable value to shareholders.
The roles of the Chairman of the Board and Chief Executive Officer are distinct and clearly defined to ensure appropriate balance and to dilute the powers of decision between both offices. The Chairman is responsible for the long-term strategic development of the Company as well as the leadership and governance of the Board. The CEO is responsible for the development of business plans, the management of the daily affairs of the Company and the implementation of the Board’s strategy. The CEO is advised and assisted in the discharge of his duties as delegated by the Board by an executive management team which comprises functional specialists and professionals.
Role of the Board
The Board is responsible for the stewardship of the Company, including supervising its activities and managing its investments and affairs. The management of the daily operations of the Company in this regard is done by proxy through the CEO and the executive management team. However, the Board’s Charter sets out matters that are exclusively and specifically reserved to it for decision to ensure that the Board exercises effective control over the affairs of the Company. These include, inter alia, the approval of dividend payments, annual and interim financial results, significant transactions, material changes, strategic plans and matters affecting the Company’s share capital.
The composition of the Board has been designed to include individuals with a broad range of skills, expertise, knowledge and valuable experience to ensure effective oversight of the Company’s business. Directors are also expected to possess high standards of integrity, honesty and loyalty to the Company.
The size of the Board is commensurate to the complexity, geographical spread and unique nature of the Company. The current Directors are:
Terence Hilts (Chairman)
Emanuel M. Alexiou (Executive Vice Chairman)
Sandra J. Knowles
In order to effectively discharge its duties and fulfill its mandate, the Board has established the following Standing Committees to oversee and debate important issues of policy outside of main Board meetings:
Audit & Finance Committee
Compensation, Nominating & Corporate Governance Committee
Complaints Review Committee
Conduct Review Committee
Information Technology Committee
Participating Policy Committee
Risk Management Committee
All Board Committees operate within defined terms of reference as contained in the Company’s Corporate Governance Manual.
Risk is viewed by the Board as the uncertainty that the Company faces in the successful implementation of its strategies and achievement of its objectives. The Board defines its perception of risk as any event, activity or action that can impact the ability of the Company to:
Uphold its Core Values;
Fulfill its Vision; or
Accomplish its Mission
The Board is cognizant of its ultimate responsibility for risk management within the Company. This responsibility is taken seriously by the Directors and has resulted in the institution of an appropriate risk management framework by the Board. The Company’s risk governance structure is designed to ensure adequate oversight of risk at all levels within the organization. The risk management mantra of Colina is that of joint responsibility and individual accountability throughout the Company.
The Risk Management Committee is charged with maintaining oversight of the risk management framework and reports to the Board on a regular basis on the effectiveness of the aforesaid framework.