Board Charter
1. INTRODUCTION
The Board of Directors of Cabbiexpress International Limited (the Company) is accountable to shareholders by whom they are elected. The Board is responsible for guiding and monitoring the performance of the Company.
The Board undertakes to serve the interests of shareholders, employees, clients and the broader community honestly, fairly, diligently and in accordance with applicable laws.
2. ROLE OF THE BOARD
The Board’s responsibilities are:
a) Setting the overall strategic direction, financial objectives and operational goals of the Company;
b) Monitoring Management's implementation of the above;
c) Planning for Board succession;
d) Selecting and evaluating future Directors;
e) Reviewing, on a regular basis, senior management succession planning and development;
f) Selection, appointment and removal of Officers and key management positions;
g) Setting Non-Executive Director remuneration, within shareholder approved pooled limits
h) Determining conditions of service and procedures for monitoring the performance of senior management;
i) Reviewing and approving the budget and business plan on a periodic (at least annual) basis;
j) Setting specific limits of authority for management to commit to new expenditure, enter contracts etc. without prior Board approval;
k) Approving Cabbiexpress’s risk management strategy and ensuring that effective audit, risk management and compliance systems are in place to protect the group’s assets and to minimize the possibility of the Company operating outside legal requirements or beyond acceptable risk parameters;
l) Considering and reviewing the social and ethical impact of Cabbiexpress’s activities, setting standards for social and ethical practices and monitoring compliance with its social responsibility policies and practices;
m) Considering and approving the Annual Financial Report and Directors’ Declaration and the financial statements;
n) Effective and timely reporting to Shareholders.
The Board of Directors delegates responsibility to the management for:
a) Implementing the strategic direction and making recommendations on significant corporate strategic initiatives;
b) Maintaining an effective risk management framework and keeping the Board fully informed of material risks;
c) Developing the Company’s annual budget and business plan and recommending it to the Board for approval; and
d) Managing the day-to-day operations of Cabbiexpress within budget and in accordance with standards for social and ethical practices which have been set by the Board.
Management consults with the independent Directors regarding matters that are strategic, extraordinary or sensitive.
3. BOARD SIZE AND COMPOSITION
The Board determines its size and composition, subject to the limits imposed by Cabbiexpress’s Constitution, which requires a minimum of three and a maximum of 12 Directors. In accordance with the Constitution the Directors have determined that for the time being the number of Directors shall be a minimum of three. From time to time the Board may review the appropriate number of Board members and may resolve to appoint additional Directors who possess skills that will add value to the Board or reduce the number of Directors to no less than the minimum required by the Constitution. New appointments are to be ratified by the Members at the next Annual General Meeting.
4. ROLE OF CHAIRMAN
The Chairman, who is elected by the Board, presides over Board and General Meetings of Cabbiexpress. The Chairman’s responsibilities include:
a) Providing effective leadership and ensuring effective performance of the Board;
b) Representing the views of the Board to governments, the public etc;
c) Ensuring that, when all Board members take office, they are fully briefed on the terms of their appointment, their duties and responsibilities;
d) Ensuring the Board meets at regular intervals throughout the year and that minutes of meetings accurately record decisions taken and, where appropriate, the views of individual Directors;
e) Guiding the agenda and conduct of all Board meetings;
f) Overseeing the provision by management to Directors of accurate, timely and clear information;
g) Ensuring that Directors have adequate opportunity to contribute to Board decision-making;
h) Arranging regular evaluation of the performance of the Board and its Committees (if any) and of individual Directors; and
i) Establishing a protocol to take effect on occasions when the Chairman is absent from meetings of the Board.
5. BOARD MEETINGS
Board Meetings are held each month, with a calendar being agreed prior to the beginning of each year. The Chairman may convene additional meetings if necessary by agreeing an appropriate time with all other Directors. All Directors are expected to attend each Board meeting. The Chairman establishes meeting agendas to ensure adequate coverage of financial, strategic and major risk areas throughout the year. The Directors are expected to maintain informal communications via email, phone and meetings. Meetings are generally held with all Directors being physically present but may be held using internet, telephone or other communication devices.
6. BOARD COMMITTEES
The Board of Cabbiexpress has not formed any Board Committees. Due to the small size of the Company and the Board those functions that are commonly delegated to Board Committees are performed by the full Board. The Board may from time to time elect from its number any committees to which it may delegate certain tasks. The Board may co-opt non-directors who have relevant expertise to join Board Committees.
7. OTHER
Conflict of Interest
Any director who has a conflict of interest must notify each other director of this conflict prior to, or at the latest, at the first Board meeting subsequent to becoming aware of the conflict.
Trading in Cabbiexpress Securities
Directors who wish to trade in Cabbiexpress securities must notify and receive approval from the Board.
Non-Executive Directors’ Remuneration & Expenses
Directors’ remuneration will be reviewed from time to time taking into account the amount of time Directors are expected to devote to Cabbiexpress’s business.
Non-Executive Directors shall be reimbursed reasonable travel and other expenses incurred carrying out the business of Cabbiexpress.
Access to Information and Advice
All Directors have unrestricted access to Cabbiexpress’s records and information. The Board collectively, and each Director individually, has the right to seek independent professional advice at the Company’s expense to help them carry out their responsibilities. While the Chairman’s prior approval is required, it may not be unreasonably withheld and, in its absence, Board approval may be sought.