Corporate Governance

Corporate Governance

Commitment to Openness & Transparency

Creating transparency is the highest objective of good corporate governance. This provides information on structures and processes, area of responsibility and decision procedures as well as rights and obligations of various stakeholder.

 

The Board of Managers

The Board of Managers is KCG’s highest governing body. The main responsibility of the Board is to oversee the management of business and affairs of the Group. In this regard, the Board establishes policies, reporting mechanisms and procedures in view of safeguarding the assets of the Group and ensuring its long-term viability, profitability and development. The Board is committed to promoting an environment of corporate responsibility and ethical values with respect to KCG. The Board is composed of the CEO, CFO, General Managers and National Managers. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Group’s strategic planning and organizational structure, and supervising management to oversee that the strategic planning and organizational structure enhance and preserve the business and underlying values of the Group. The best interests of the Group must be paramount at all times.

 

Mandate of the Chairman of the Board of Managers

The Chairman of the Board of Managers carries the responsibility of ensuring that the Board executes its mandate effectively, efficiently and independently.

The Chair of the Board

The chair of the board shall and will be the residing Chief Executive Officer (CEO) of the Group. The Chair of the Board shall be responsible for the organization and efficient operation of the Board and its committees. The Chair will ensure effective communication between the Board and management.

 

Specific Roles & Responsibilities

  • Chair all board meetings.
  • Ensure that the Board works as a cohesive team under his leadership and that Board meetings are conducted in such a manner that facilitates the exchange of constructive and objective points of view, and encourages all managers to participate in such a way that is conducive to good decision making.
  • Ensure that the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making requirements.
  • Reviews the Board meeting agendas to ensure that matters are brought up in a timely fashion and that they are documented in a manner that allows the making of well informed decisions and provide input on the preparation of agendas for Board and committee meetings.
  • Ensure that a process is in place to monitor legislation and best practices which relate to the responsibilities of the Board, to assess the effectiveness of the overall Board and its committees on a regular basis. Consult with the owners and the Board on the effectiveness of Board Committees.
  • Ensure delegated committee functions are carried out and reported to the Board.
  • Ensure that the board members have adequate opportunities to meet to discuss issues without Management present.
  • Communicate to management, as appropriate, the results of private discussions among outside managers and ensure that the expectations of the Board towards management and those of management towards the Board are clearly expressed in a respectful and constructive manner.
  • Oversee the evaluation of the performance of senior executives or officers.
  • Oversee the Board’s obligation to that the Company implements its code of ethics.

Committees

The Board has established five standing committees – the Corporate Governance Committee; the Corporate Communication Committee; the Finance and Risk Committee; the Human Resources Committee; and the Management Information Systems Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically or as needed.

Strategic Planning & Risk Management

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, discussing and approving the mission of the Group, its goals and objectives.

Monitoring of Financial Performance

The Board is responsible for taking reasonable steps to ensure the implementation and integrity of the Group’s internal control and management information systems.

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