Corporate Governance
As a company with a premium listing on the London Stock Exchange, AFI Development PLC is fully compliant with the UK Corporate Governance Code, which is considered one of the best global benchmarks in corporate governance. AFI Development PLC is committed to strong corporate governance and continues to review its procedures to maintain proper control and accountability.
The Role of the Board
The company has currently eight directors, five of whom are independent - Christakis Klerides, Moshe Amit, John Porter, Michael Sarris and Panayiotis Demetriou.
The company’s board of directors meets on at least four occasions during the course of the year to review trading performance and budgets, funding, to set and monitor strategy, examine acquisition opportunities and report to shareholders. The board has a formal schedule of matters specifically reserved to it for decisions, which include:
- approval of the company’s strategy and management;
- changes relating to the capital and corporate structure of the company;
- approval of annual statutory financial statements, annual budgets and interim accounts;
- review of the company’s internal controls and risk management process;
- approval of major contracts and acquisitions;
- approval of shareholder circulars and public announcements; and
- appointments to the board and senior management.
The full terms of reference are available to view and download here.
To enable the board of directors to perform its duties, each director has full access to all company information to enable them to take informed decisions and to discharge their duties. Directors are provided with detailed briefings on the business of the company and its markets as well as the overall economic and competitive environment. It is the chairman’s responsibility to ensure that the board is provided with accurate, timely and clear information in relation to the company and its business. Other areas addressed include legal issues and responsibilities of directors and the company’s governance arrangements. If necessary, the independent directors may take independent professional advice at the company’s expense.
Christakis Klerides is the board’s existing senior independent director and chairman of the Audit Committee. His role and responsibilities as the senior independent director, in summary, are that he should be available to shareholders to discuss their concerns where the normal channels would not be appropriate for this purpose.
Members of the Board
| Audit Committee | Nomination Committee | Remuneration Committee | ||
| Lev Leviev | Chairman |
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Mark Groysman | Executive Director | |||
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Izzy Cohen | Non-executive
Director |
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(Chairman) | *
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| Christaki Klerides | Non-executive
Senior Independent Director |
*
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*
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*
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Moshe Amit | Non-executive Independent
Director | * | *
(Chairman) | *
(Chairman) |
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John Porter | Non-executive Independent
Director | * |
| * |
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Michael Sarris | Non-executive Independent
Director | * | ||
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Panayiotis Demetriou | Non-executive Independent
Director | * |
Board Committees
The Company has established three committees - an audit committee, a nomination committee and a remuneration committee - to assist it in the execution of its duties. The members of these committees are appointed principally from among the independent directors. Each committee and each director has the authority to seek independent professional advice where necessary to discharge their respective duties in each case at the company’s expense.
Audit Committee
The audit committee comprises three independent directors and meets at least four times each year at appropriate times in the reporting and audit cycle of the company and more frequently if necessary. The audit committee members are Christakis Klerides (chairman), Moshe Amit, John Porter and Michael Sarris.
The purpose of the audit committee is to oversee the financial reporting processes, internal control systems and risk management systems of AFI. In addition, the audit committee supervises the submission by the company of financial information and a number of other audit-related issues and makes recommendations to the board accordingly.
The terms of reference of the audit committee are available to view and download here.
Nomination Committee
The nomination committee consists of Moshe Amit (chairman) and Christakis Klerides. The nomination committee meets at least once a year and more frequently if required and is responsible for preparing selection criteria and appointment procedures for members of the board of directors and reviewing on a regular basis the structure, size and composition of the board of directors. In undertaking this role, the committee refers to the skills, knowledge and experience required of the board of directors given the company’s stage of development and makes recommendations to the board of directors as to any changes. The nomination committee also considers future appointments and makes recommendations regarding the membership of the audit and remuneration committees.
The terms of reference of the nomination committee are available to view and download here.
Remuneration Committee
The remuneration committee comprises Moshe Amit (chairman), Christakis Klerides, John Porter and Panayiotis Demetriou. The remuneration of the non-executive directors is determined by the chairman and the other executive directors outside the framework of the remuneration committee. The remuneration committee is responsible for making recommendations and preparing an annual report to the board on the company’s remuneration policies and reviews. No director or manager may be involved in any decisions as to his/her own remuneration.
The terms of reference of the remuneration committee are available to view and download here.
Internal Auditor
The company’s internal audit function is outsourced to a certified accountant in Israel, nominated from time to time by the audit committee and subject to the approval of the board of directors. The internal auditor is responsible for the recommendation of an auditing plan to the audit committee and carries out auditing assignments in accordance with such plan and, in addition, oversees and reports on the company’s compliance with the plan’s recommendations. The internal auditor files an annual report with the audit committee and the board of directors and is available for any meetings of the audit committee or of the board of directors.
Communication with Shareholders
The company follows continuous disclosure standards and makes immediate disclosure to the listing authorities of any information that a reasonable person would expect to have a material effect on its share price in accordance with its rules. The company understands the importance of annual general meetings to inform shareholders of recent developments and provide shareholders the information on recent performance.
