The Board sets Comptoir’s overall strategic direction, reviews management performance and seeks to ensure that the Company has the necessary financial and human resources in place to meet its objectives. The Board is satisfied that the necessary controls and resources exist within the Company to enable these responsibilities to be met.
The Chairperson is responsible for running the business of the Board and for ensuring strategic focus and direction. The Chief Executive Officer proposes the strategic focus to the Board, implementing it once approved and oversees the management of the Company through the Executive Team.
The Board of Directors comprises the Non-Executive Chairperson, three Executive Directors and one Non-Executive Director; the Board and Committee responsibilities are set out below:
The composition of the Board of Directors is reviewed regularly. Appropriate training, briefings, and inductions are available to all Directors on appointment and subsequently as necessary, taking into account existing qualifications and experience.
The Comptoir Board currently includes two independent non-executive directors, Beatrice Lafon and Jean Michel Orieux.
The Directors’ employment and service contracts are summarised below:
- Nick Ayerst has an employment agreement which provides for the payment of twelve months’ base salary if the agreement is terminated by the Company without cause.
- Tony Kitous has an employment agreement which provides for the payment of twelve months’ base salary if the agreement is terminated by the Company without cause.
- Michael Toon has an employment agreement which provides for the payment of three months’ base salary if the agreement is terminated by the Company without cause.
- The Non-Executive Directors letters of appointment are for 12-month terms and provide that the appointment may be terminated by either party giving to the other not less than three months’ notice.
Non-executive directors, per their letters of appointment, have a time commitment to the Company of which includes the attendance of twelve board meetings and the Company’s AGM. In addition, non-executive directors are expected to devote appropriate preparation time ahead of each meeting.
One third of all Directors are subject to annual reappointment by shareholders as well as any Director appointed by the Board in the period since the last AGM. Tony Kitous will be offering himself for re-election at the forthcoming AGM.
The Board of Directors meets every month with additional meetings or conference calls held as required. Each Director is provided with sufficient information to enable them to consider matters in good time for meetings to enable them to discharge their duties properly.
The Board receives monthly briefings on the Company’s performance (including detailed commentary and analysis), key issues and risks affecting the Company’s business.
There is a documented schedule of matters reserved for the Board, the most significant of which are:
- responsibility for the overall strategy and management of the Company;
- approval of strategic plans and budgets and any material changes to them;
- approval of the acquisition or disposal of subsidiaries and major investments, projects and
- oversight of the Company’s operations ensuring competent and prudent management, sound planning and management of adequate accounting and other records;
- changes relating to the Company’s capital structure;
- final approval of the annual and interim financial statements and accounting policies;
- review and approval of the Company’s dividend policy;
- ensuring an appropriate system of internal control and risk management is in place;
- approval of changes to the structure, size and composition of the Board;
- review of the management structure and senior management responsibilities;
- with the assistance of the Remuneration Committee, approval of remuneration policies;
- delegation of the Board’s powers and authorities;
- consideration of the independence of the Non-Executive Directors; and
- receiving reports on the views of the Company’s shareholders.
All Directors have access to the advice and services of the Company Secretary. In addition, any Director may take independent professional advice if necessary, at the Company’s expense.
The Company maintains liability insurance for its Directors and Officers. The Company has also entered into indemnity agreements with the Directors, in terms of which the Company has indemnified its Directors, subject to the Companies Act limitations, against any liability arising out of the exercise of the Directors’ powers, duties and responsibilities as a Director or Officer.