Corporate Governance

Corporate Governance

At Avanceon, the corporate governance is a system of structures and processes for the direction and control of the organisation. It is a process through which balance of duties and responsibilities between shareholders management and the board are defined, enabling an organization to maintain the right balance of power and accountability whilst striving to achieve its objective of enhancing shareholder value.

Composition

Composition of the Board and Directors Independence

In line with good governance practice, the Chairman of the Board is a non-executive director representing minority interest. The Board comprises of 7 directors out of which 5 are non-executive directors, including 3 representing minority interests. The roles of the Chairman and CEO have been clearly defined and segregated. The CEO is responsible for operations of the Company whereas the board under the Chairman performs oversight responsibilities.

Performance

Performance Evaluation of the Board

In order to orient the key management personnel of the corporate governance concepts and best practices, the Company conducted two workshops where different moderators covered varied topics on corporate governance: the role, importance and structure of the Board, strategic planning through various models and matrices analysis, succession planning, risk management and internal controls.

Management

Management Initiative on Corporate Governance

The board has set the following broad criteria for evaluation of its performance, being the trustee of the shareholders.

  • Review of the business risks, strategic plans, significant policies financial structure, monitoring and approval.
  • Monitor Company’s performance against the planned objectives and advise management on strategic initiatives
  • Ensuring maximum attendance at board meetings to enhance the quality of decision making as well as effective discharge of its roles and responsibilities
  • Compliance with the applicable laws and regulations including the Memorandum and Articles of Association of the Company
  • Ensuring orientation of the Board of Directors including new appointments so that each member is fully aware of his/her role and responsibilities
  • Establishing adequate internal control system in the Company and its regular assessment through internal audit activities

Ethics

Ethics are an integral part of the culture at Avanceon and guide the behavior and conduct of all employees enabling them to meet objectives efficiently, transparently and fairly. There is a comprehensive well-structured ethics program, based on a code of conduct, which has been approved by the Board and its applicable to all employees.

The ethics program includes:

  • Code of ethics
  • Training for employees
  • Means of communicating
  • Mechanism to report wrongdoing
  • System for detection and conducting inquiries
  • Taking corrective action

Conduct

Business Conduct

Business conduct for Avanceon is defined by five key commitments: Ethics, Ownership, Customer Delight, Continuous Improvement and Community care, which need to be translated across all its communications.

The company believes in being ethically unyielding and honest in the way we carry out business in a pro-active and sustainable way. Ownership is acting with stewardship to build a better, stronger and more dynamic anticipated visionary organization. Believing in customer delight is translated in Avanceon’s effort to always anticipating customer needs, and being responsive to deliver the best value internally and externally with innovation.

Code

Function Specific Codes

The code of ethics is supplemented by various function specific codes, which include:

  • Financial code of ethics – This code defines the acts and omissions to be followed by senior executives especially those responsible for public disclosure and financial information
  • Early warning procedure – The Company has an elaborate whistle blowing policy relative to financial, accounting, internal control and anticorruption matters. Global as well as local channels are defined for employees to communicate their concerns
  • Principles of good promotional practices – The principles define the fundamental promotional rules recommended by the consulting firms
  • Personal data protection charter – This charter outlines Avanceon corporate rules for the collection, processing, use, dissemination, transfer and storage of personal data in order to secure an adequate level of protection within the Avanceon group
  • Code for prevention on insider trading – The codes defines rules for prevention of insider trading with Avanceon
  • Ethical charter for clients – This charter defines the rules applicable to the behavior required from all Avanceon employees who are involved in the business process with clients