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    Barbados

    Grenada

    Guyana

    St. Lucia

    St. Vincent

    Trinidad & Tobago

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Organizational Model:

Corporate Governance

Amalgamated Security Services Limited

General Policy Handbook

The Board of Directors of Amalgamated Security Services Limited is committed to the principles of good corporate governance in compliance with the recommended best practices for closely held/private family-owned companies and relevant rules, regulations, and guidelines. The board shall promote the vision and mission of the company and ensures that its values, strategy, and culture align with the purpose.  Also, the Company aims to interpret and adopt the highest international standards and best practices as it sees fit  in the adoption and implementation of sound principles of corporate governance and in keeping with the shareholders mandates and principles of operations.

The Board of Directors of Amalgamated Security Services Limited and its standing committees ascertains that a primary responsibility of the directors is to provide effective governance over the Company's affairs for the benefit of its shareholders, employees, customers and other stakeholders. That responsibility includes:

  • Evaluating the performance of the Chief Executive Officer (“CEO”) and taking appropriate action, including removal, when warranted;
  • Reviewing succession plans and management development programs for senior management;
  • Reviewing and periodically approving strategic and business plans and monitoring corporate performance against such plans;
  • Reviewing the major risks facing the Company and overseeing strategies to address these risks;
  • Adopting policies of corporate conduct, including compliance with applicable laws, rules and regulations, maintenance of accounting, financial and other controls, and reviewing the adequacy of compliance systems and controls;
  • Evaluating the overall effectiveness of the Board and its committees and the individual directors periodically;
  • Overseeing major capital expenditures;
  • Adopting and implementing best practices of corporate governance in full conformity with the letter and spirit of all applicable laws, rules, and regulations;
  • Ensuring proper financial planning, projections and budgeting frameworks while maintaining good procurement practises and value for money; and
  • Safeguarding the image of the organization and adopting good corporate responsibility initiatives while responding and averting situations of Crises 
The Board and its standing committees have adopted this Policy which includes the following Governance Guidelines to assist in the exercise of their responsibilities.

Guidelines shall be reviewed periodically and revised as appropriate to reflect the evolving functions of the Board and developing trends of best practice and regulatory compliance in corporate governance.

This Policy does not, and is not intended to, modify or to constitute an interpretation of the Company’s articles of association (“Articles”) or any law or regulation.

Corporate Governance Principles and Policies

Duties and Responsibilities of the Board of Directors to Shareholders: Setting Strategic Directions and Corporate Governance Policy

The Board of Directors shall comply with the relevant laws, regulations, the Articles of Association and resolutions of shareholders, with honesty, integrity and due care for their overall interests.

To ensure the company’s operations meet shareholder expectations, the Board of Directors shall formulate strategies reflecting its vision and mission, before setting policies to guide management in their execution. CEO prepares long-term plans, including annual operating plans and budgets which are presented to the Board of Directors for consideration and approval yearly by the ending of the first month preceding the new financial year.
The Board of Directors shall also ensure that, in pursuit of its vision and Mission, the Company operates by the principles of corporate governance stated in this charter.

1.2. Policy on Conflict of Interests

The Board of Directors shall not allow any employee to seek personal gain from, or to engage in, activities that directly compete with the company or transactions that may lead to a conflict of interest with the company. If such a transaction is unavoidable, the Board of Directors shall ensure that the transaction is carried out with transparency and fairness similar to transactions carried out with unrelated parties. Any employee having an interest in any transaction must not take part in its approval process. All directors are expected to sign the Non-disclosure, Non-Solicitation and Non-compete agreement and fulfil its declarations at all times.

1.3. Policy on Stakeholders

The Board of Directors recognizes the rights of stakeholders and therefore encourages cooperation between the Company and stakeholders including staff, customers, partners, creditors, government agencies, communities where the Company operates, and the public at large. All employees must comply with the company’s Code of Conduct [ASSL-ADM-P002 Business Ethics and Code of Conduct Policy] which has been established to ensure fair and balanced dealings with stakeholders.

Two-way communication channels have been established to ensure stakeholders and other parties can express their views or file grievances. The company provides a point of contact to receive complaints relating to the Corporate Governance and Code of Conduct directives from all stakeholders, before reporting to the Board of Directors at an appropriate time.

[Reference Link: Whistleblowing: https://www.assl.com/index.php/contact-us/report-issues/amalgamated-see-something-say-something-assl, Grievance: https://www.assl.com/index.php/contact-us/report-issues/assl-grievance-handling or Employee Care Line: 330-1133/ 681-7711, Barbados: (246) 836-4164]

1.4. Policy on Information Disclosure, Transparency, Financial and Operational Reporting

The Board of Directors shall ensure strict adherence to all relevant laws, rules, and regulations relating to the disclosure of information and transparency. The internal information usage control is stated in the Company’s Classified Information Policy [ASSL-MIS-P005].

Systems are in place to prevent access to information from third parties, and to limit employee’s information access level according to their responsibility. All employees and directors have signed a Confidentiality Agreement with the Company.

1.5. Policy on Risk Management

The Board of Directors adopted risk management systems for all material and controllable risks which may affect the company’s operations. This includes risks relating to the achievement of the Company’s vision and implementation of its strategies, as well as risks about the financial condition of the Company, its operations, and other relevant areas.

Risk management is carried out based on the probability that an identified risk may materialize and the likely impact it may have on the company, with clear preventative and mitigation measures established. The company retains systems to assess, monitor and report on how these risks change with time.

A Risk Management Committee shall be set up to report regularly, on a timely basis, to the Board of Directors on its performance. A review of the effectiveness of risk management systems occurs at least annually, or periodically upon risk levels changing and as directed by the board.

1.6. Policy on Internal Control

The Board of Directors shall ensure an effective and efficient internal control system that covers every aspect of its operations, and complies with related laws, rules and regulations. Effective and adequate check and balance mechanisms are in place to protect investments in the Company and its assets. The company shall set clear procedures for the delegation of authority and the responsibilities of senior executives and staff.

An independent Compliance Unit (includes an Internal Audit section) shall be established to ensure that all operating units of the company comply with these procedures. The Compliance Unit shall report directly to the Chief Executive Officer who reports to the board. The reporting time lines will be established through the Corporate Secretary and as mandated by the Board.

1.7. Policy on Monitoring and Evaluation of Performance

To ensure that operations are in line with any goals set, the Board of Directors shall regularly evaluate the performance of the Chief Executive Officer (CEO) and other senior executives. The criteria for such evaluation will be related to the established KPI as approved by the Chairman of the board and takes into consideration the Strategic Plan as well as other financial goals and will be used in the determination of remuneration and incentives.

1.8. Policy on Succession Plans

The Board of Directors shall ensure that a succession plan for the position of CEO and other senior executives is in place to ensure the company can be managed by executives with the appropriate competency and skills. The CEO will report on succession plans to the Board of Directors as required. A succession plan must cover cycles of 10 years and are subject to change as often as is necessary and at no time should the company not have an active succession plan.

1.9. Policy on Anti-Corruption

The company have conducted and shall conduct businesses, both locally and internationally, honestly and ethically and with a commitment to acting professionally, fairly, and with integrity in all business deals and business relationships, of which the practices lead to a zero-tolerance counter Corruption.

“Directors” and “Employees” are prohibited from carrying out or accepting any type of wrongful money, assets, compensation, and other benefits either directly or indirectly. However, to the extent, as allowed by law, regulation, announcement, local culture, local norm or business practice, gifts of reasonable values are acceptable but must be declared and are subject to be pooled and distributed randomly to any employee. The discretion lies with the Chairman.

1.10. Policy on Sustainable Development

The company shall conduct its business with good corporate governance and management of economic, environmental and social risks and opportunities. In every location, sustainable development framework shall be set into practice through the effective implementation of company policies or the adoption of international best-in-class standards or derivatives to create Competitiveness and Value creation to all stakeholders as follows:-

Competitiveness

  • People: Respect for employees’ human rights by fair treatment, build and enhance a strong corporate culture, and the development of the employee, while enhancing leadership and technical competency.

  • Operational Excellence: Focus on the flexible and efficient business process along the supply chain and having continuous improvement, provide superior products and services to customers and enhance customer relationship management, and seek new business opportunities.

Value Creation to Stakeholders

  • Compliance: Adhere to good corporate governance and comply with stipulated laws and regulations, including the adopted international standards or their derivatives.

  • Occupational Safety and Health: be in compliance while caring for occupational safety and health of our employees and business partners.

  • Environment: Balance business development alongside environmental protection, study and evaluate environmental impact before project implemented as a preventive measure in every project, reduce or optimize resource utilization, provide pollution prevention at sources and proper environmental management along the supply chain.

  • Community: Create sustainable values through community engagement, local employment and other programs toward stakeholders’ acceptance.

1.11. Corporate Culture and Organizational Attitude

The Board of Directors must foster a suitable corporate culture consistent with the company’s values by assigning to Management the task of implementing measures that achieve this end. The Board of Directors shall strive to set a good example in this regard.

2. Qualifications, Structure, and Composition of the Board of Directors

2.1. Board Composition

The Board of Directors shall consist of the Chairman, Corporate Secretary and directors in a number considered appropriate for efficient operation. There shall not be less than two directors serving on the board.

2.2. Qualification of Directors

Where the owners recognize that the board needs appropriate skills and experience to best fulfil their responsibilities. The shareholders shall monitor the skills required, identify the gaps and put in place an active search for the right skills and experience. Amongst the Directors skills, experience and attributes for consideration include but not limited to:

  • Financial expertise including finance, accounting, and audit procedures
  • Relevant industry experience in all field of operation and service delivery
  • Legal expertise
  • Gender distribution
  • Age and tenure distribution
  • Competence: Critical thinking and analysis, decision making, interpersonal skills, communication skills.
  • Behaviours/Attributes: Commitment, motivation, responsibility, respect, honesty, integrity
  • Marketing and brand-building expertise.
  • Industrial relations expertise
  • Technological and procurement skillsets

2.3. Sub-Committees of the Board of Directors

The Board of Directors shall appoint directors from their number to serve on sub-committees of the Board. The qualifications of selected directors will be appropriate for the duties of each committee. Management shall attend the Board Committee meetings upon invitation and will submit reports or provide information as requested. All sub-committees will receive their mandates from the board and they can develop working groups to support their initiatives.

3. The functioning of the Board of Directors

3.1. Specific Duties and the Responsibilities of the Board of Directors

In pursuance of the corporate governance of the company, the Board of Directors in monitoring the business of the company, hereby stipulate that the consideration and approval of the following matters shall be vested under their authority, duty, and responsibility:
  1. The company’s policies, business strategy, business plan, and annual budget.
  2. Monthly and quarterly performance reports in comparison to the company’s plan, budget and business outlook in the following period of the year.
  3. Purchase and disposal of assets, acquisitions, for an amount that exceeds the CEO’s authority.
  4. Transactions that could materially affect the company’s financial status, liabilities, business strategy and/or reputation.
  5. Entering into a contract either unrelated to the normal course of business or related and materially significant.
  6. Changes in policy and practices with material implications to accounting, and risk management.
  7. Significant changes in financial and management control.
  8. Determination and review of the authorisation granted to the CEO and Executive Officers (EO)
  9. Recruitment and the appointment of a CEO, along with the approval to recruit and employ EOs, a COO and a CFO.
  10. Approval of budget, salary, bonus or bonus formula, and formula to adjust annual remuneration packages of senior executives and employees.
  11. Appointment and determination of duties of sub-committees.
  12. Establishing and supervising the management based on the Corporate Governance policy and practices, encouraging consciousness of ethics & morality and performing duties in compliance with Corporate Governance Policy, Code of Conduct and Anti-Corruption Policy.
  13. Revision of the company’s Vision and Mission at least once every 5 years.
  14. Directors must keep corporate information strictly confidential especially internal information not to be disclosed to the public or information that may affect its business
  15. All directors must conform with the boards directives and rules of engagement

3.2. Meetings of the Board of Directors

The Board of Directors meetings shall be held at least once a month.

The Chairman of the Board manages the functioning of the Board of Directors, determines the agenda for Board meetings, and ensures smooth meeting procedures with clear decisions and resolutions.

The Chairman of the Board shall allocate appropriate time for free discussion and forge consensus or decision making by the Board.

Any director having any potential conflict of interest about a matter which is under consideration by the Board shall be required to leave the meeting while the matter is under deliberation.

When considering a particular matter, a director is entitled to have access to any relevant information or document, may seek additional explanations from Management.

3.3. Corporate Secretary

The Board of Directors shall appoint a Corporate Secretary to support the functioning of the Board of Directors. The Corporate Secretary shall be responsible for: preparing and keeping a register of directors, invitation letters to attend Board meetings, meeting minutes, and providing minutes of each event, and other duties.

Sub Committees of the Board of Directors

  1. Succession Planning – Dr. Michael Aboud (Chairman), Pamela Hosein
  2. Legislative Review Committee – John Aboud (Chairman) Members: Pamela Hosein, and Legal Dept. Secretary: Justine Aboud-Chamely
  3. Corporate Governance Committee – Ewart DeNoon (Chair), John Aboud, Justine Aboud-Chamely and Dr. Maurice Aboud.
  4. Audit Committee – John Aboud (Chair), Pamela Hosein, Prakash Kowlessar
  5. Corporate Social Responsibility (CSR) Committee – Justine Aboud-Chamely (Chair), Curtis Cummings, and Gilbert Reyes.

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