Corporate Governance

From 1 January 2015 Cypriot Investment Firms (hereon “CIFs”) are required to disclose annually, specifying, by Member State and by third country in which it has an establishment, the following information on a consolidated basis for the financial year:

1. name(s), nature of activities and geographical location;
2. turnover;
3. number of employees on a full time equivalent basis;
4. profit or loss before tax;
5. tax on profit or loss;
6. public subsidies received.

The information referred to here above shall be audited in accordance with the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009 and shall be published, where possible, as an annex to the annual financial statements or, where applicable, to the consolidated financial statements of the CIF concerned.

CIFs must disclose in their annual report among the key indicators their return on assets, calculated as their net profit divided by their total balance sheet.

The above stated information is disclosed in the notes to the Financial Statements of the Company.

In line with the requirements of the Directive, the Company has prepared and implemented a Remuneration Policy (the “Policy”).

The Policy of the Company forms an integral part of its corporate governance and is developed taking into consideration the Company’s objectives, business and risk strategy, the corporate culture and the values and the long-term interests of the Company.

It applies to those categories of staff including senior management, risk takers, staff engaged in control functions and any employee receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers, whose professional activities have a material impact on the risk profile of the Company.

The Policy is set by the Board of Directors. It is also reviewed by the Board of Directors on a regular basis, at least once a year.

The level of remuneration offered by Grandis Securities Ltd to management and staff is established based on skills, knowledge, individual performance and the remuneration offered by other companies that are similar in size and range of activities.

The Policy covers total remuneration (i.e. fixed and variable) as well as benefits in kind and allowances.

The remuneration varies for different positions/roles depending on each position’s actual functional requirements, and it is set at levels which reflect the educational level, experience, accountability, and responsibility needed for an employee to perform each position/role. Staff engaged in control functions is independent from the business units they oversee, have appropriate authority, and are remunerated in accordance with the achievement of the objectives linked to their functions, independent of the performance of the business areas they control. The remuneration is also set in comparison with standard market practices employed by the other market participants/ competitors.

Total remuneration consists of the fixed salary, benefits such as health insurance and, variable remuneration in the form of a bonus, when applicable.

In identifying the Board of Directors, the Company has taken into consideration the requirements of the Law.

1. Members of the board of directors shall at all times be of sufficiently good repute and possess sufficient knowledge, skills and experience to perform their duties. The overall composition of the board of directors shall reflect an adequately broad range of experiences. Members of the board of directors shall fulfil the following requirements:(a) All members of the board of directors shall commit sufficient time to perform their functions in the CIF.
2. The number of directorships which may be held by a member of the board of directors at the same time shall take into account individual circumstances and the nature, scale and complexity of the CIF’s activities. Unless representing the Republic, members of the board of directors of a CIF that is significant in terms of its size, internal organisation and the nature, the scope and the complexity of its activities shall not hold more than one of the following combinations of directorships at the same time:
   ·       one executive directorship with two non-executive directorships;
   ·       four non-executive directorships.
3. The board of directors shall collectively possess adequate knowledge, skills and experience to be able to understand the CIF’s activities, including the principal risks.
4. Each member of the board of directors shall act with honesty, integrity and independence of mind to effectively assess and challenge the decisions of the senior management where necessary and to effectively oversee and monitor the decision-making of the management.

The Company’s governance arrangements comply with the below requirements, as these are set out in Law:

1. The overall responsibility for the Company lies with the Board of Directors, which approves and oversees the implementation of the Company’s strategic objectives, risk prevention strategy and internal governance;
2. The Board of Directors ensures the integrity of the accounting and financial reporting systems, including financial and operational controls and compliance with the Law and relevant standards;
3. The Board of Directors oversees the process of disclosure and announcements;
4. The Board of Directors is responsible for providing effective supervision of senior management;
5. The Chairman of the Board of Directors does not exercise simultaneously the functions of a chief executive officer in the Company;
6. The Company’s Board of Directors monitors and periodically assesses the effectiveness of the Company’s governance arrangements and takes all appropriate steps to address any deficiencies.