Corporate Governance

Our corporate governance framework is based on integrity and a responsibility to our shareholders.

UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance. As of the date of the Prospectus, and on and following Admission, the Board complies, and intends to continue to comply, with the requirements of the UK Corporate Governance Code, save that:

(i) Dr Bavaguthu Raghuram Shetty, one of the two Co-Chairmen of the Company, does not meet the independence criteria set out in the UK Corporate Governance Code. However, given the benefits for the Company of his long-standing experience with the Group, and the global payments and foreign exchange market more generally, the Board believe that Dr Shetty should continue as Co-Chairman after Admission; and

(ii) the Remuneration Committee does not meet the requirement that all members should be independent non-executive directors. The Board believes that the current composition of the Remuneration Committee comprising three independent non-executive directors and non-executive director, bring to the committee the desirable range of skills and experience in light of the Company’s challenges and opportunities following Admission, while at the same time ensuring that no individual can dominate the committee’s decision making.

The Company will report to its Shareholders on its compliance with the UK Corporate Governance Code in accordance with the Listing Rules.

As envisaged by the UK Corporate Governance Code, the Board has established three committees: an Audit Committee, a Nomination Committee and a Remuneration Committee. If the need should arise, the Board may set up additional committees as appropriate.

The UK Corporate Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. As of the date of the Prospectus, the Board consists of nine non-executive Directors (including the non-executive Co-Chairmen) and two Executive Directors. The Company regards all of the Non-Executive Directors, other than Dr Bavaguthu Raghuram Shetty, Abdulrahman Basaddiq and Sudhir Shetty, as “independent non-executive directors” within the meaning of the UK Corporate Governance Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.

The UK Corporate Governance Code recommends that the board of directors of a company with a premium listing on the Official List of the FCA should appoint one of the Non-Executive Directors to be the Senior Independent Director to provide a sounding board for the chairman and to serve as an intermediary for the other directors when necessary. The Senior Independent Director should be available to shareholders if they have concerns which contact through the normal channels of the CEO has failed to resolve or for which such contact is inappropriate. Robert Douglas Dowie has been appointed Senior Independent Director.

The UK Corporate Governance Code further recommends that directors should be subject to annual re-election. The Company intends to comply with these recommendations.

Audit Committee

The UK Corporate Governance Code recommends that an audit committee comprise at least three members who are independent non-executive directors and includes one member with recent and relevant financial experience. The Audit Committee is chaired by Robert Douglas Dowie, and its other members are Gavin Laws and Bassam Hage. The Audit Committee will meet not less than three times a year.

The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Company, the review of the Company’s internal financial controls and the monitoring and review of the effectiveness of the Company’s internal audit function and external audit process.

The terms of reference of the Audit and Risk Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Audit and Risk Committee to carry out its duties.

The Audit Committee also approves the Internal Audit Charter for Finablr.

Nomination Committee

The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by Michael Tomalin, and its other members are Robert Douglas Dowie and Abdulrahman Basaddiq. The Nomination Committee will meet not less than once a year.

The Nomination Committee assists the Board in determining the composition and make-up of the Board, the Board committees, and the chairmanship of the Board committees. It is also responsible for periodically evaluating the balance of skills, experience, independence and knowledge on the Board. It leads the process for board appointments and makes recommendations to the Board, taking into account the challenges and opportunities facing the Group in the future.

The terms of reference of the Nomination Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Nomination Committee to carry out its duties.

Remuneration Committee

The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members, all of whom should be independent non-executive directors. The chairman may also be a member of, but not chair, the Remuneration Committee if he was considered independent on appointment. The Remuneration Committee will be chaired by Karim Aly Awad Saleh Salama, and its other members are HE Sheikha Lubna Khalid Al Qasimi, Julian Wynter and Abdulrahman Basaddiq. Abdulrahman Basaddiq does not qualify as an independent, non-executive director. The Remuneration Committee will meet not less than twice a year.

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and its Company secretary.

The terms of reference of the Remuneration Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Remuneration Committee to carry out its duties.