Corporate Governance

Corporate Governance

The Board of Directors believes that good corporate governance is essential to the efficient and prudent operation of the GEL Group's business. To this end, it has developed strong corporate governance policies and procedures which are continually strengthened to ensure their soundness in keeping with best practice.

The maximum number of directors permitted by the Company’s Articles of Continuance is 15. There are currently eight members, seven independent non-executive directors including the Chairman, and one executive member. The Board meets formally every month, while special Board meetings are convened as necessary. The business of the Board meetings is in keeping with its mandate and responsibilities. These include: the review of management decisions; the approval, implementation and monitoring of the Group’s detailed strategic plan and budget; the consideration and approval of recommendations issuing from the Board Committees for action and receipt of progress reports on implementation of such recommendations; the consideration of various managerial reports on the performance of the Group’s operations; the consideration, approval and monitoring of investment opportunities and major capital expenditure; the review and approval of both interim and final un-audited and audited consolidated financial statements and their disclosure; the approval of interim and final dividends; and the review and monitoring of corporate governance, internal controls, risk assessment and legal and regulatory compliance.

To assist with carrying out its mandate, the Board has established Committees. Each Committee has its own terms of reference, defined policies, and guidelines established by the Board and is directed by its own chairperson who reports to the Board. These terms of reference, policies and guidelines are continually reviewed, assessed and amended as necessary, to ensure that both the particular Committee’s mandate and the Company’s objectives are attained. The Corporate Secretary or her nominee acts as secretary to each Committee and minutes of all Committee meetings are recorded and circulated to the Board to facilitate the consideration and approval of any particular recommendation issuing from such Committee meeting.