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.