position statement of chairman 1. meetings · 4. risk governance ... - ensuring all corporate rules...

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POSITION STATEMENT OF CHAIRMAN 1. Meetings i. Chair effectively board and shareholder meetings and encourage attendance at such meetings. ii. Organise regular and frequent board meetings. iii. Agreeing the Board agenda with the CEO and Company Secretary which addresses current and forward concerns of the business as well as strategic matters. iv. Ascertain the Board’s committees are properly structured, mandated and composed; v. Ensure that directors receive accurate, timely and clear information to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the organisation. vi. Encourage effective discussion on complex or contentious issues at board meetings. vii. Ascertain that the decisions by the Board are executed. viii. Promote constructive relations between the executive and non-executive directors. 2. Induction, Development, Succession and Performance Evaluation i. Ascertain that new directors receive a formal induction programme. ii. Identify the development needs of directors and procure that adequate training facilities are provided. iii. Enhance directors’ confidence and encourage them to speak up and make an active contribution at meetings. iv. Overseeing a formal succession plan for the Board, CEO and certain senior management appointments such as the CFO. v. Procuring that the performance of the Board and its committees is evaluated periodically and acting on any weaknesses identified. Where appropriate, through the Nomination Committee, revisit the composition of the Board. 3. Relations with shareholders Ensure effective communication with shareholders to understand their issues and concerns. 4. Other matters i. Set the ethical tone for the Board and the Company. ii. Hold regular briefings with the Chief Executive, the Company Secretary, and members of the executive management as appropriate, to ensure that he is fully informed about all issues on which the Board will have to make a decision. iii. With the Nomination Committee, initiate change and plan succession in Board appointments (except that of a successor as Chairman) subject to Board and shareholders’ approval. iv. Ensure an appropriate balance is maintained between the interests of shareholders and other stakeholders (employees, customers, suppliers and the community). v. Ensure the long-term sustainability of the business. vi. Build and maintain stakeholders trust and confidence in the Company and in conjunction with the CEO, representing the Company to key stakeholders. VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS Page 1

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Page 1: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

POSITION STATEMENT OF CHAIRMAN

1. Meetings

i. Chair effectively board and shareholder meetings and encourage attendance at such meetings.

ii. Organise regular and frequent board meetings.

iii. Agreeing the Board agenda with the CEO and Company Secretary which addresses current and

forward concerns of the business as well as strategic matters.

iv. Ascertain the Board’s committees are properly structured, mandated and composed;

v. Ensure that directors receive accurate, timely and clear information to enable the Board to take

sound decisions, monitor effectively and provide advice to promote the success of the

organisation.

vi. Encourage effective discussion on complex or contentious issues at board meetings.

vii. Ascertain that the decisions by the Board are executed.

viii. Promote constructive relations between the executive and non-executive directors.

2. Induction, Development, Succession and Performance Evaluation

i. Ascertain that new directors receive a formal induction programme.

ii. Identify the development needs of directors and procure that adequate training facilities are

provided.

iii. Enhance directors’ confidence and encourage them to speak up and make an active

contribution at meetings.

iv. Overseeing a formal succession plan for the Board, CEO and certain senior management

appointments such as the CFO.

v. Procuring that the performance of the Board and its committees is evaluated periodically and

acting on any weaknesses identified. Where appropriate, through the Nomination Committee,

revisit the composition of the Board.

3. Relations with shareholders

Ensure effective communication with shareholders to understand their issues and concerns.

4. Other matters

i. Set the ethical tone for the Board and the Company.

ii. Hold regular briefings with the Chief Executive, the Company Secretary, and members of the

executive management as appropriate, to ensure that he is fully informed about all issues on

which the Board will have to make a decision.

iii. With the Nomination Committee, initiate change and plan succession in Board appointments

(except that of a successor as Chairman) subject to Board and shareholders’ approval.

iv. Ensure an appropriate balance is maintained between the interests of shareholders and other

stakeholders (employees, customers, suppliers and the community).

v. Ensure the long-term sustainability of the business.

vi. Build and maintain stakeholders trust and confidence in the Company and in conjunction with

the CEO, representing the Company to key stakeholders.

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 1

Page 2: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Chief Executive Officer

Accountable to the Board for all aspects of the performance and management of the Velogic Holding Co Ltd and

its Subsidiaries (the Group).

Main Responsibilities include:

1. Strategy and Direction

- Setting a clear vision for short term and long term strategic direction, builds consensus and translates

it into actions consistent with the strategic vision of the Group;

2. Accountability to the Board

- Achieving Board expectations and commercial targets by using entrepreneurial ability to create

business opportunities whilst managing the risks;

- Presenting Logistics Sectors’ performances to Board of Directors of Rogers;

3. Management

- Delivering commercially successful business decisions within the different business environments of

the Group;

- Instilling a strong commercial spirit across the Logistics sector of the group to stimulate growth and

profitability;

- Building and maintaining a performance driven culture throughout the organisation, based on Agility,

Leadership and Dynamism in line with the core values of the Logistics sector ;

- Demonstrating a clear commitment to people development, diversity and succession to take the

business forward and get the best from the people;

- Driving new approaches to capitalise on emerging trends and motivates the executives to exceed

customer expectations through innovative services;

- Coaching and developing Senior Management team with a view to build capability over the Logistics

Network.

4. Risk Governance

- Assessing the principal risks of the Logistics division and to ensure that these risks are being monitored

and managed.

- Ensuring effective internal controls and management information systems are in place throughout the

Logistics division.

5. Communication

Building positive relationships with stakeholders to support the long-term objectives of the Sector

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 2

Page 3: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Chief Finance Officer

Accountable to the Chief Executive Officer (CEO) for all aspects of the performance and financial management of

the Velogic Holding Co Ltd and its Subsidiaries (the Group).

Main Responsibilities include:

1. Strategy and Direction

- Assisting in the development and execution of the strategy by preparing continuous improving financial

and administrative budgets that meet the requirements of logistics sector;

- Designing and implementing suitable finance plans that comply with business policies and standards.

2. Accountability to the CEO

Monitoring and advising CEO on the efficient management of the treasury and cash flow of the business

with a view to enhance business profitability of the Group.

3. Management

- Heading the finance and accounting function of the Logistics Sector (Mauritius and Outstations)

- Advising and supporting senior management in achieving set goals and objectives as well as accurate

financial reporting of the logistics sector which includes designing and executing the financial planning.

4. Compliance

- Assuring compliance of the chart of accounts and reporting guidelines like allocation method, for the

logistics sector and underlying countries ;

- Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with

by everyone in each region ;

- Complying with the internal and external requirements around the effectiveness of the company’s

internal controls and procedures for financial reporting and Risk Management ;

- Providing a strongly controlled financial environment consistent with corporate and local statutory

requirements.

5. Risk Governance

- Assessing the principal financial risks of the Logistics division and to ensure that these risks are being

managed.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introduce

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy);

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximise customer

satisfaction, business results and employee satisfaction

7. Communication

Building positive relationships with Regional Managers and other stakeholders to support the long-term

objectives of the Sector.

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 3

Page 4: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Chief Operation Officer

Accountable to the Chief Executive Officer (CEO) for all aspects of the performance and management of the Velogic

Holding Co Ltd and its Subsidiaries (the Group).

Main Responsibilities include:

1. Strategy and Direction

- Formulating strategies with regards information technology to support business goals and objectives

and collaborating in developing operational strategies to ensure effectiveness and efficiency which

sustain and grow business opportunities;

- Developing partnerships with strategic stakeholders to enhance business while coordinating with

operational activities, process establishment and performance improvement according to sector policy

as well as industry best practice

2. Accountability to the CEO

- Achieving expectations in terms of operations as well as systems effectiveness and efficiency whilst

managing the risks;

3. Management

- Advising, deploying and maintaining technology-based systems, tools and processes which would

enable the provision of coherent, consistent and integrated solutions across the Logistics sector;

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximize customer

satisfaction, business results and employee satisfaction.

4. Compliance

Ensuring compliance with the company's corporate social responsibility, health, safety and

environmental standards and responsibilities as identified and ensure that these are fully implemented,

maintained and comply with legal provisions or other requirements in terms of corporate social

responsibility, health, safety and environment.

5. Risk Governance

- Assessing the principal risks of the Logistics division and to ensure that these risks are being managed.

- Ensuring effective internal controls and management information systems are in place throughout the

Logistics division.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introduce

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy);

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximise customer

satisfaction, business results and employee satisfaction

7. Communication

Building positive relationships with stakeholders to support the long-term objectives of the Sector.

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 4

Page 5: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Chief Human Resource Officer

Accountable to the Chief Executive Officer (CEO) to head the Human Resources function of the Logistics Sector

and to support senior management in achieving set goals and objectives for Velogic Holding Co Ltd and its

Subsidiaries (the Group).

Main Responsibilities include:

1. Strategy and Direction

Devising, implementing and evaluating HR strategies for the Logistics Sector in line with Corporate and

Business strategies.

2. Accountability to the CEO

Assisting and advising the CEO on HR matters relating to the Logistics Sector and deal with HR & IR

matters as and when required.

3. Management

- Setting up and operating HR systems & processes with a view to effectively monitor, improve or

maintain people performance and productivity;

- Ensuring implementation of HR Systems which include performance management, leadership

development and other training plans;

- Advising on the development and implementation of comprehensive compensation and benefits plans

that are competitive and cost-effective for the firm ;

- Ensuring payroll systems and processes are run in a timely and efficient manner and ensure

preparation of HR related annual budgets;

- Overseeing the corporate social responsibility initiatives as well as health, safety and environmental

issues and responsibilities so as to directly support line management in effectively implementing related

systems and requirements

4. Compliance

- Elaborating and implementing HR policies for the Logistics Sector which are in line with the code of

conduct, policies, procedures, rules and regulation;

- Ensuring implementation of HR information systems in line with information systems department and

prevailing legislation.

5. Risk Governance

Continuously monitoring the activities of employees to detect and, wherever possible, prevent financial

fraud or employee misconduct, that can result in financial losses and damaged reputations.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introduce

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy);

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximise customer

satisfaction, business results and employee satisfaction

7. Communication

Building positive relationships with stakeholders to support the long-term objectives of the Sector.

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 5

Page 6: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Managing Director - Indian Ocean

Accountable to the Chief Executive Officer (CEO) to manage and develop all aspects of the supply chain solutions

for the Indian Ocean Region including but not limited to air and ocean freight, customs brokerage, courier, haulage,

warehouse, container and depot operations in accordance with the Logistics Sector business strategy and country

business environment to deliver maximum profit.

Main Responsibilities include:

1. Strategy and Direction

Ensuring the formulation of long-term strategies with corporate functions to achieve business goals and

objectives and develop annual business plan for execution to achieve the financial and non-financial

targets.

2. Accountability to the CEO

Assisting and advising the CEO on matters relating to all aspects of the supply chain solutions for the Indian

Ocean Region.

3. Management

- Developing Regional strategic plans, in conjunction with the Country Management Team, to reflect

country, Regional requirements and support the key market development and growth plans;

- Ensuring identification of ongoing service issues and monitoring the Operations Key Performance

Indicators and ensure corrective actions when targets are not met in cooperation with the countries

management

- Establishing and supporting potential product/service opportunities through identifying new

developments within the sales channels, customers and competitors within the local market;

- Measuring and continuously improving customer satisfaction and loyalty.

4. Compliance

Ensuring compliance with the company's corporate social responsibility, health, safety and environmental

standards and responsibilities as identified and ensuring that these are fully implemented, maintained and

comply with legal provisions.

5. Risk Governance

Continuously assessing, mitigating and monitoring of any risk linked to the activities of the Company that

can result in issues which may be prejudicial to the Company.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introducing

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy)

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 6

Page 7: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Managing Director - Europe

Accountable to the Chief Executive Officer (CEO) to be responsible for managing and developing all aspects of the

supply chain solutions for France including but not limited to air and ocean freight, customs brokerage, in

accordance with the Logistics sector business strategy and country business environment to deliver maximum profit

Main Responsibilities include:

1. Strategy and Direction

Ensuring the formulation of long-term strategies with corporate functions to achieve business goals and

objectives and develop annual business plan for execution to achieve the financial and non-financial

targets.

2. Accountability to the CEO

Assisting and advising the CEO on matters relating to all aspects of the supply chain solutions.

3. Management

- Developing Regional strategic plans, in conjunction with the Country Management Team, to reflect

country, Regional requirements and support the key market development and growth plans;

- Ensuring identification of ongoing service issues and monitor the Operations Key Performance

Indicators and ensure corrective actions when targets are not met in cooperation with the countries

management

- Establishing and supporting potential product/service opportunities through identifying new

developments within the sales channels, customers and competitors within the local market;

- Measuring and continuously improving customer satisfaction and loyalty;

- Ensuring development of Agency relationships with both new and existing overseas agents where

possible to sustain and grow profitable business volumes

4. Compliance

Ensuring compliance with the company's corporate social responsibility, health, safety and

environmental standards and responsibilities as identified and ensure that these are fully implemented,

maintained and comply with legal provisions.

5. Risk Governance

Continuously assessing, mitigating and monitoring of any risk linked to the activities of the Company

that can result in issues which may be prejudicial to the Company.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introduce

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy);

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximise customer

satisfaction, business results and employee satisfaction

7. Communication

Building positive relationships with stakeholders to support the long-term objectives of the Sector

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 7

Page 8: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Managing Director - India Subcontinent

Accountable to the Chief Executive Officer (CEO) to be responsible for managing and developing all aspects of the

supply chain solutions for the Indian subcontinent Region including but not limited to air and ocean freight, customs

brokerage, in accordance with the Logistics Sector business strategy and country business environment to deliver

maximum profit.

Main Responsibilities include:

1. Strategy and Direction

Ensuring the formulation of long-term strategies with corporate functions to achieve business goals and

objectives and develop annual business plan for execution to achieve the financial and non-financial

targets.

2. Accountability to the CEO

Assisting and advising the CEO on matters relating to all aspects of the supply chain solutions.

3. Management

- Developing Regional strategic plans, in conjunction with the Country Management Team, to reflect

country, Regional requirements and support the key market development and growth plans;

- Ensuring identification of ongoing service issues and monitoring the Operations Key Performance

Indicators and ensure corrective actions when targets are not met in cooperation with the countries

management

- Establishing and supporting potential product/service opportunities through identifying new

developments within the sales channels, customers and competitors within the local market;

- Measuring and continuously improving customer satisfaction and loyalty;

- Ensuring development of Agency relationships with both new and existing overseas agents where

possible to sustain and grow profitable business volumes

4. Compliance

Ensuring compliance with the company's corporate social responsibility, health, safety and environmental

standards and responsibilities as identified and ensure that these are fully implemented, maintained and

comply with legal provisions.

5. Risk Governance

Continuously assessing, mitigating and monitoring of any risk linked to the activities of the Company that

can result in issues which may be prejudicial to the Company.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introduce

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy);

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximise customer

satisfaction, business results and employee satisfaction

7. Communication

Building positive relationships with stakeholders to support the long-term objectives of the Sector

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 8

Page 9: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Regional Manager – Shipping

Accountable to the Chief Executive Officer (CEO) to be responsible for the operations, performance and

development of the Shipping business and Project Cargo for the Indian Ocean Region

Main Responsibilities include:

1. Strategy and Direction

Ensuring the formulation of long-term strategies with corporate functions to achieve business goals and

objectives and develop annual business plan for execution to achieve the financial and non-financial

targets.

2. Accountability to the CEO

- Assisting and advising the CEO on developments and initiatives in the business line(s) and opportunities

for growth and follow up on such initiatives.

3. Management

- Establishing potential product/service opportunities including project cargo through identifying new

developments within the sales channels, customers and competitors within the local market;

- Supporting the introduction of new products/services through cascading the information and monitoring

the deployment throughout the teams;

- Planning, designing and implementing appropriate promotion measures to win, keep, grow and get back

profitable customers by using all marketing channels, in line with divisional guidelines;

- Measuring and continuously improving customer satisfaction and loyalty;

4. Compliance

Ensuring compliance with the company's corporate social responsibility, health, safety and environmental

standards and responsibilities as identified and ensuring that these are fully implemented, maintained and

comply with legal provisions.

5. Risk Governance

Continuously assessing, mitigating and monitoring of any risk linked to the activities of the Company

that can result in issues which may be prejudicial to the Company.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introduce

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy);

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximise customer

satisfaction, business results and employee satisfaction

7. Communication

Building positive relationships with stakeholders to support the long-term objectives of the Sector.

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 9

Page 10: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

Position Statement: Manager – Sukpak

Accountable to the Chief Executive Officer (CEO) to be responsible for the operations, performance and

development of the sugar packing business.

Main Responsibilities include:

1. Strategy and Direction

Ensuring the formulation of long-term strategies with corporate functions to achieve business goals and

objectives and develop annual business plan for execution to achieve the financial and non-financial

targets.

2. Accountability to the CEO

- Assisting and advising the CEO on developments and initiatives in the business line(s) and opportunities

for growth and follow up on such initiatives.

3. Management

- Ensuring the implementation of best Operations structures, policies and processes;

- Identifying of ongoing service issues and monitor the Operations Key Performance Indicators and

ensure corrective actions when targets are not met;

- Ensuring continuous improvement through supporting the deployment of best practice processes;

- Ensuring that work is cross functionally effective to ensure that production and Operation processes are

consistently applied and refined to improve performance

- Planning, designing and implementing appropriate promotion measures to win, keep, grow and get back

profitable customers by using all marketing channels, in line with divisional guidelines;

- Measuring and continuously improving customer satisfaction and loyalty.

4. Compliance

Ensuring compliance with the company's corporate social responsibility, health, safety and

environmental standards and responsibilities as identified and ensure that these are fully implemented,

maintained and comply with legal provisions.

5. Risk Governance

Continuously assessing, mitigating and monitoring of any risk linked to the activities of the Company

that can result in issues which may be prejudicial to the Company.

6. People Management

- Building and maintaining a performance driven culture throughout the Region based on Leadership,

Agility and Dynamism;

- Coaching and developing subordinates with a view to build capability in the outstations and introduce

a culture which supports our core values (Passionate, Best in Class, Customer focus, Agile, Integrity

and Empathy);

- Leading, motivating and empowering employees through effective and open communication, excellent

leadership, regular performance feedback and teambuilding, in order to maximise customer

satisfaction, business results and employee satisfaction

7. Communication

Building positive relationships with stakeholders to support the long-term objectives of the Sector.

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 10

Page 11: POSITION STATEMENT OF CHAIRMAN 1. Meetings · 4. Risk Governance ... - Ensuring all corporate rules relating to capital expenditure and proposed acquisitions are complied with by

POSITION STATEMENT OF THE COMPANY SECRETARY

Main responsibilities include:

1. Compliance

i. Ensuring that the organisation complies with its constitutive documents and all relevant

statutory and regulatory requirements, Code of Ethics and internal policies approved by the

Board;

ii. Maintaining Statutory Registers.

2. Board and committee meetings

i. Developing the agenda of the Board and Committee meetings, as well as Notice of Annual

Meeting of Shareholders, in consultation with the Chairman and the CEO;

ii. Circulating agendas and any supporting papers as part of a Board pack in good time to the

Board and its committees;

iii. Ascertaining that quorum of meetings is present;

iv. Taking minutes of Board and Committee meetings and circulate the draft minutes in a timely

manner to all relevant members;

v. Ensuring that meetings and resolutions of the Board and Annual Meeting of Shareholders

are properly convened, held and passed in accordance with the Company’s constitutive

documents as well as relevant statutory and regulatory requirements.

3. Board members – Appointment, induction and development

i. Ensuring that the procedure for the appointment of directors is properly carried out;

ii. Assisting in the proper induction of directors and assess the specific training needs of

directors/executive management;

iii. Guiding the Board on how their responsibilities should be properly discharged in the best

interests of the organisation;

iv. Providing comprehensive practical support and guidance to directors;

v. Devising relevant timelines, checklists and any compliance documents with regard to ad-

hoc projects of the organisation.

4. Communication and Reporting

i. Drafting reports as required by law, including corporate governance report to include in the

Annual Report of the organisation;

ii. Liaising with relevant regulatory bodies as and when required;

iii. Communicating with shareholders and ensuring that due regard is paid to their interests;

and

iv. Acting as a primary point of contact (often via the share registrar) for all shareholders and

proxy voting / corporate governance adviser.

VELOGIC HOLDING COMPANY LIMITED POSITION STATEMENTS

Page 11