Corporate Governance is a method of developing and enforcing regulatory measures in order to seek more controlled and accountable management in line with international best practices. It also ensures there are clear guidelines and greater transparency for the Board of Directors, including key responsibilities and expectations. It should instil a culture where the Board of Directors and the Executive Management contemplate the impact of their decisions prior to implementation to consider the interests of the Shareholders and others.
The Corporate Governance Manual is a framework that has been designed to comply with GULF ALUMINIUM ROLLING MILL BSC (Closed), “GARMCO” or the “Company” Memorandum and Articles of Associations, the Commercial Companies Law of the Kingdom of Bahrain (the “Companies Law”), and with international best practices and with the Corporate Governance Code of the Kingdom of Bahrain (“the Code”). At GARMCO we are committed to sound corporate governance principles.
The Company has devised policies on equitable treatment of shareholders in recognition of the importance of protecting their rights and interests as per Company’s corporate governance framework.
The powers of the Board are those set out in various sections of the Company’s Memorandum & Article of Associations (the “Articles”), those set out in the Code, Charter and those matters reserved to the Board in the ‘Schedule of Authority’ document approved by the Board from time to time.
None of the directors is to hold any shares in GARMCO.
- Exercise all powers and perform all acts necessary for the management of the Company in conformity with its objectives, within the bounds of the Law, the Articles, and resolutions of the General Meetings.
- Form Committees, appoint their members, and specify their powers and remuneration.
- Maintain effective oversight of the Company by regularly monitoring strategies and key business activities and providing directives to Management directly through the Board and also through the (3) Board sub-committees:
- Audit, Risk and Corporate Governance Committee (ARCGC)
- Strategy and Performance Review Committee (SPRC)
- Nomination and Remuneration Committee (NRC).
- Review and approve company policies, appoint or remove General Managers or Officers, determine their duties and set their remuneration (including incentive programs).
- Purchase, sell, withdraw funds and securities owned by the Company, apply for finance, issue debentures, securities, give guarantees to third parties, give authorization to institute actions and defend the interests of the Company before the judiciary, enter into agreements for conciliation and arbitration, waive the Company’s priority rights, and decide on the use of company funds.
- Monitor conflicts of interest and prevent abusive related party transactions.
- Assure equitable treatment of shareholders including minority shareholders.
- Approve the appointment of the Subsidiaries’ Directors.
- Charter of the Board of Directors
- Charter of the Audit, Risk and Corporate Governance Committee
- Charter of the Strategy and Performance Review Committee
- Charter of the Nomination and Remuneration Committee
- Remuneration Policy
- Corporate Governance Manual
- Directors Code of Conduct
- Dividend Policy