Governance framework
Globaltrans’ corporate governance policies and practices are designed to ensure that the Group upholds its responsibilities to shareholders and other stakeholders. This key principle is promoted and applied across all levels of the Group in order to establish effective and transparent corporate governance. To that end, Globaltrans’ Board of Directors adopted the Company’s Code of Corporate Governance (based on the principles of the UK Corporate Governance Code), guaranteeing that the interests of all shareholders are given due consideration.
General Meeting of Shareholders
The General Meeting of Shareholders is the highest governing body of the Company. According to the Articles of Continuance, the Company shall in each year hold an annual general meeting in addition to any other meetings in that year, and not more than fifteen months shall elapse between one annual general meeting and the next. All general meetings other than the annual general meetings are called extraordinary general meetings.
The Board of Directors
Globaltrans’ Board of Directors is accountable to the Company’s shareholders for standards of governance across the Group’s activities. The Board is committed to providing effective, transparent and ethical oversight of the Group so that the Board can take decisions that it believes benefit all its stakeholders and communities and create value for the Group.
Responsibility
The Board of Directors’ responsibilities include:
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Providing leadership, setting the overall strategy and ensuring that the necessary components are in place for the Group to meet its objectives;
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Setting Group values and standards, and ensuring that obligations to all stakeholders are understood and met;
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Monitoring and reviewing the performance of the Group and its management;
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Maintaining an effective system of internal control and risk management to safeguard shareholders’ rights and interests and the Group’s assets;
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Ensuring an effective governance framework and compliance with relevant regulations; and
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Assessing from time to time whether the Independent Non-executive Directors continue to demonstrate independence.
Membership
The process for Board appointments is led by the Nomination committee and members of the Board are elected at the General Meeting. Board members are nominated based on their industry knowledge, expertise and experience in areas such as accounting, finance, business management and strategic planning.
In selecting candidates for the Board, the Group seeks to create an effective and complementary Board whose capability is appropriate for the scale, complexity and strategic positioning of the business. Non-executive Directors are drawn from a wide range of industries and backgrounds, including infrastructure, transport and financial services, and have appropriate experience of large international organisations. In addition, the Group selects Independent Directors with a view to ensuring that the views of the free-float shareholders are represented, that there is appropriate challenge to management and that the interests of all stakeholders are taken into account.
The Board comprises 13 members, eight of whom are Non-executive Directors. Three of the Non-executive Directors are independent. Globaltrans separates the positions of Chairman and CEO to ensure an appropriate segregation of roles and a clear division of responsibilities.
Diversity
The Board does not operate a formal diversity policy concerning age, gender or educational and professional backgrounds. However, in line with best practice, the Board does take into account these aspects when making new Board appointments and considering the composition of the Board.
There are 2 female members on the Board, equivalent to about 13% of the Board. The average age of the Board is 53.5 years, and ranges in age from 40 to over 70 years old.
Board members have experience across the following areas: the transportation and ports industry, audit, accounting, economics, finance and banking, legal, engineering and mechanics, biophysics and mathematics, history, international affairs and risk management.
Activities
The Board meets at least four times a year. Fixed meetings are scheduled at the end of each quarter, while ad hoc meetings are called when there are pressing matters requiring the Board’s consideration in between the scheduled meetings.
