As a company with a premium listing on the London Stock Exchange, AFI Development PLC has to comply with the 2012 UK Corporate Governance Code, which is considered one of the best global benchmarks in corporate governance. The Company policy is to achieve best practice in its standards of business integrity in relation to all activities. This includes a commitment to follow the highest standards of corporate governance throughout the AFI Development Group.
The Role of the Board
The Company has currently three directors, two of whom are independent - Moshe Amit and Panayiotis Demetriou.
The Company’s Board of Directors meets on at least five occasions during the course of the year to review trading performance and budgets, funding, to set and monitor strategy, examine acquisition and disposal opportunities, and report to shareholders. The Board has a formal schedule of matters specifically reserved to it for decisions, which include:
- approval of the Company’s strategy and management;
- changes relating to the capital and corporate structure of the Company;
- approval of annual statutory financial statements, annual budgets and interim accounts;
- review of the Company’s internal controls and risk management process;
- approval of major contracts and acquisitions;
- approval of shareholder circulars and public announcements; and
- appointments to the Board and senior management.
The full terms of reference are available to view and download here.
To enable the Board of Directors to perform its duties, each director has full access to all Company information to enable them to take informed decisions and to discharge their duties. Directors are provided with detailed briefings on the business of the Company and its markets as well as the overall economic and competitive environment. It is the Chairman’s responsibility to ensure that the Board is provided with accurate, timely and clear information in relation to the Company and its business. Other areas addressed include legal issues and responsibilities of directors and the Company’s governance arrangements. If necessary, the independent directors may take independent professional advice at the Company’s expense.
Panayiotis Demetriou is the Board’s existing Senior independent director. His role and responsibilities as the Senior independent director, in summary, are that he should be available to shareholders to discuss their concerns where the normal channels would not be appropriate for this purpose.
|Audit Committee||Nomination Committee||Remuneration Committee|
|Lev Leviev||Executive Chairman of the Board|
|Panayiotis Demetriou||Senior Independent Non-Executive Director||*||*||Chairman|
|Moshe Amit||Independent Non-Executive Director||Chaiman||Chairman||*|
The Company has established three Committees - an Audit Committee, a Nomination Committee and a Remuneration Committee - to assist it in the execution of its duties. The members of these Committees are appointed principally from among the independent directors. Each Committee and each director has the authority to seek independent professional advice where necessary to discharge their respective duties in each case at the Company’s expense.
The Audit Committee comprises two independent directors and meets at least five times each year at appropriate times in the reporting and audit cycle of the Company and more frequently if necessary. The Audit Committee members are Panayiotis Demetriou and Moshe Amit.
The purpose of the Audit Committee is to oversee the financial reporting processes, internal control systems and risk management systems of AFI Development. In addition, the Audit Committee supervises the submission by the Company of financial information and a number of other audit-related issues and makes recommendations to the Board accordingly.
The terms of reference of the Audit Committee are available to view and download here.
The Nomination Committee consists of Moshe Amit (Chairman) and Panayiotis Demetriou. The Nomination Committee meets at least once a year and more frequently if required and is responsible for preparing selection criteria and appointment procedures for members of the Board of Directors and reviewing on a regular basis the structure, size and composition of the Board of Directors. In undertaking this role, the Committee refers to the skills, knowledge and experience required of the Board of Directors given the Company’s stage of development and makes recommendations to the Board of Directors as to any changes. The Nomination Committee also considers future appointments and makes recommendations regarding the membership of the Audit and Remuneration Committees.
The terms of reference of the nomination committee are available to view and download here.
The Remuneration Committee comprises Panayiotis Demetriou (Chairman) and Moshe Amit. The remuneration of the non-executive directors is determined by the Chairman of the Board and the other executive directors outside the framework of the Remuneration Committee. The Remuneration Committee is responsible for making recommendations and preparing an annual report to the Board on the Company’s remuneration policies and reviews. No director or manager may be involved in any decisions as to his/her own remuneration.
The terms of reference of the Remuneration Committee are available to view and download here.
On 17 March 2014 the Board of Directors appointed Mr. Ami Faivel as the internal auditor of AFI Development (following resignation of the previous internal auditor, Mr. Shaul Dabby).
The internal auditor is responsible for the recommendation of an auditing plan to the Audit Committee and carries out auditing assignments in accordance with such plan and, in addition, oversees and reports on the Company’s compliance with the plan’s recommendations. The internal auditor files an annual report with the Audit Committee and the Board of Directors and is available for any meetings of the Audit Committee or of the Board of Directors.
Communication with Shareholders
The Company maintains an ongoing dialogue with its shareholders, discussing a wide range of relevant issues including strategy, performance, the market, management and governance within the constraints of the information already known to the market. The principal methods of communication with shareholders are our news announcements, interim report, annual review and financial statements, the annual general meeting and corporate website. In addition, the Company undertakes regular meetings with investors and participates in sector conferences. Upon request, individual meetings with existing or potential investors can be arranged via the Investor Relations department of the Company.
During the course of a year, shareholders are kept informed of the progress of the Company through results statements and other announcements that are released through the Regulated Information Service of the London Stock Exchange and other news services. Company announcements are made available simultaneously on the Company’s website, affording all shareholders full access to material information. Shareholders can also raise questions directly with the Company at any time through a facility on the Company’s website.
Following publication of quarterly results the Company organizes conference calls, during which interested investors, analysts, business journalists and general audience can converse with senior representatives of the Company. Time and contact numbers of these conference calls are announced in advance via the Regulated Information Service of the London Stock Exchange and published on AFI Development website.
The Company's annual general meeting allows individual shareholders the opportunity to question the Chairman and members of the Board. Notice of the annual general meeting is sent to shareholders at least 21 days before the meeting. At the meeting, after each resolution has been passed, details are given of the number of proxies lodged, together with details of votes cast for and against each resolution.