Governance

board meetings

The Board of Directors of Gartner Callaway is responsible for setting the strategic direction for the Company and overseeing its business affairs. The Board develops and implements sustainable policies, which reflect the Company’s responsibility to all its stakeholders. The affairs of the Board are tailored to the requirements of relevant corporate governance principles.

The Board meets at least once every quarter. Additional meetings are scheduled whenever matters arise which require the attention of the Board. The office of the Company Secretary circulates the agenda for each meeting along with all documents that the Directors would be required to deliberate upon in advance of the meeting. This enables the directors to apprise themselves of the matters to be discussed and contribute effectively at Board meetings. Directors are required to attend all meetings of the Board and committees they have been appointed to. Teleconference and video conferencing facilities are available for flexibility and cost effectiveness.

Trainings

  • Directors’ Induction Program:Newly appointed members of the Board are educated on the provisions of the Group’s Code of Business Conduct & Ethics and other related policies as part of the induction program which also includes on-site visits to some company facilities. This well-rounded/intensive induction process helps the directors understand the diverse nature of the businesses, the ethical values to which Gartner Callaway subscribes and the culture of the organization; thereby enabling them to discharge their duties to all stakeholders effectively and efficiently.
  • Continuing Education:Directors attend training’s and conferences on a wide-range of topics aimed at supporting their professional development and keeping them current on resent regulatory changes that may affect the Company. The Board evaluation process also identifies skill gaps on the board and recommends ways to bridge those gaps. Individual development plans can then be drawn up for each director and implemented to bridge any knowledge gaps.

Shareholders

Shareholders Our relationship with our shareholders is governed by the principles of accountability, transparency, Fairness and respect. We recognize the powers reserved for shareholders in the decision making process of the company hence our custom to keep shareholders fully informed and to seek their approval before embarking on major transactions or matters reserved for shareholders’ approval by the Companies and Allied Matters Act. All shareholders receive equal consideration regardless of the size of their holdings in the company. This is in line with Rule 22 of the Securities and Exchange Commission (SEC) Consolidated rules, which requires information to be disseminated at the same time to all shareholders without preference.

Transparency

We effectively manage our relationship with our shareholders through transparent and appropriate disclosure of business and financial information.

Company Information is disseminated through publications/corporate announcements on the company’s website, quarterly analyst calls led by the Group Chief Executive for the review of the company’s quarterly performance, and press publications. Statutory Meetings and shareholder forums also provide avenues for shareholders to provide feedback and participate actively in the decision-making process of the company. Management strategy and financial information are divulged in a transparent and timely manner. Shareholders of Gartner Callaway can specify the manner through which they want to receive the Annual Reports and other statutory reports of the Company.

Internal Controls

Gartner Callaway Risk Management Committee is a management committee established pursuant to the Risk Management strategy of Gartner Callaway. The Committee is mandated to develop policies and procedures for identifying, measuring and controlling risks identified in the Group’s risk universe. The Committee provides assurance to the Board and the Risk Environment, Security, Safety and Quality Committee on the adequacy of the Group’s risk management systems as implemented and evaluate the Group’s risk profile, the action plans in place to manage high risks, and the progress against plans to achieve the Group’s risk strategy.

Selected Officers from across the Group provide risk management supervision through the RMC. The Committee, which is chaired by the Group Chief Financial Officer, has a primary responsibility to provide independent risk oversight; facilitate, monitor and challenge the effectiveness and integrity of the risk management processes. The RMC also reviews all the risk information and the analysis of the data as prepared by the Risk Management Department and approves the risk report that is presented to the Board Risk Committee (the Risk and Environmental, Health, Security, Safety, and Quality Committee). The Risk Management and Control department facilitates the identification, assessment, and management of risk for each of the group’s subsidiaries.

Accountability

We are committed to the principles of accountability through the establishment of a properly constituted board of directors whose ultimate goal is to act always in the best interest of the company.

The board is guided by the rules of good corporate governance. This is demonstrated by the various ways we communicate information to our investors in a clear and prompt manner and by our willingness to respond to concerns raised promptly.