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Corporate Governance
The FPS Board supports high standards of
corporate governance. FPS complies, so far as practicable
for a company of its size and nature, with the provisions
of the Listed Companies Alliance Guidelines for AIM companies
(2005). An audit committee and a combined remuneration and
nomination committee have been established.
The primary role of the Board is to protect
shareholders’ interests and to enhance long-term shareholder
value. It sets the overall strategy for the Group and supervises
the management of the Group. It is also responsible for the
overall corporate governance of the Group including its strategic
direction, establishing goals for management and monitoring
the achievement of these goals.
In fulfilling its role, the Board is supported
by the Audit Committee, and the combined Remuneration and
Nomination Committee.
Audit sub-committee
The committee is chaired by Richard Last
and has two non-executive director members: Lee Keen Whye
and Malcolm Williams.
The Audit Committee performs the
following principal functions:
1. reviews annual and interim reports and
accounts and recommends to the Board for approval.
2. recommends to the Board the appointment and re-appointment
of auditors and their fees.
3. reviews with the auditors the scope and results of the
audit and its cost effectiveness.
4. reviews the independence and objectivity of the auditors
annually.
5. reviews transactions with major shareholders, directors
and related parties.
6. ensures an annual assessment of significant risks and effectiveness
of internal controls is carried out.
The Committee has free and independent access
to the auditors and senior management staff for information
it may require. It has full discretion to invite any director
or staff-member to attend its meetings. It also has express
powers to investigate any matter brought to its attention
that is within its terms of reference. Where it deems necessary,
the Committee may seek professional advice or assistance in
any investigation.
Combined Remuneration and Nomination
sub-committee
The Committee is chaired by Malcolm Williams,
non-executive chairman and has two non-executive director
members: Lee Keen Whye and Richard Last.
The Remuneration and Nomination Committee
performs the following principal functions:
Remuneration functions
1. recommends to the Board a framework of
remuneration for the Board and key executives and to determine
specific remuneration packages for each executive director.
2. reviews non-executive directors’ fees annually.
3. recommends an employee share option scheme and the administration
of such and the periodic review of the scheme.
The Committee takes into account the performance
of the Group and the individual directors (executive and non-executive),
linking rewards to corporate and individual performance. Only
non-executive directors are paid directors’ fees, which
are commensurate with the scope of involvement and the duties
expected to be discharged by those directors.
Nomination functions
1. makes recommendations on all appointments
to the Board.
2. assesses the effectiveness of the Board and contribution
by each director.
3. assesses and determine the independence of independent
directors.
4. recommends the re-nomination and re-election of directors.
The Committee will assist the Board in ensuring
that it as a whole has a set of skills and experience that
will enable the Group to be managed in an efficient, effective
and entrepreneurial manner, and at the same time achieve good
corporate governance. They will have necessary backgrounds,
experience and knowledge that will as a whole bring a proper
perspective and enable balanced and well considered decisions
to be made.
The Committee will assess the contribution
and performance of each director, having regard to, inter
alia, attendance at meetings, time spent to fulfill his duties,
maintenance of integrity and independence (in the case of
independent directors), disclosure of interested person transactions.
Enquiries / further details
Should you have any questions or comments
regarding corporate governance at Financial Payment Systems
Limited please contact the company, by clicking investor-relations@efps.com.
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