Key Documents
- Corporate Governance Guidelines
- Audit Committee
- Remuneration Committee
- Nomination Committee
- Finance Committee
The Board of Directors of First Communications acting on the recommendation of its Audit, Remuneration and Nomination Committees has developed and adopted the following corporate governance guidelines ("Guidelines") to promote the functioning of the Board of Directors ("Board") and its Committees and to set forth a common set of expectations as to how the Board should perform its functions.
The purpose of First Communications corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term. First Communications guidelines require, among other things, that:
Certain matters are specifically reserved for the board’s decision
The board should be supplied in a timely manner with information (including regular management financial information) in a form, and of a quality, appropriate to enable it to discharge its duties
The board should, at least annually, conduct a review of the effectiveness of the group’s system of internal controls and should report to shareholders that they have done so
The roles of chairman and chief executive should not be exercised by the same individual or there should be a clear explanation of how other board procedures provide protection against the risks of concentration of power within the company
A company should have at least two independent non-executive directors and the board should not be dominated by one person or group of people;
All directors should be submitted for re-election at regular intervals subject to continued satisfactory performance;
The board should establish audit, remuneration and nomination committees; and
There should be a dialogue with shareholders based on a mutual understanding of objectives.
The Directors consider that the First Communications management and financial controls will enable the timely and effective monitoring and control of its operations, and consider them appropriate for a company with securities admitted to trading on AIM. The Board has established an audit committee, a remuneration committee and a nomination committee to support these controls.
The Chairmen of each committee will be reviewed on an annual basis. The memberships of these committees and their terms of reference will be kept under review.
* First Communications is incorporated in the United States and the rights of the shareholders will be governed by Delaware General Corporation Law and may differ from the rights and duties owed to Shareholders in a UK incorporated company.The audit committee is chaired by H. Arthur Bellows, Jr. and its other member is Mark T. Clark. Only independent non-executive Directors may serve on the committee and at least one of them shall have recent and relevant financial experience. The committee will meet at least twice a year at appropriate times in the reporting and audit cycle and at least once a year with the external auditors with no Executive Directors present.
The audit committee is responsible for making recommendations to the Board on the appointment and remuneration of external auditors. The committee will oversee the relationship with the auditor, including reviewing the findings of the audit. It receives and reviews reports from management and the external auditors relating to the Company’s annual report and accounts. The Committee shall monitor the integrity of the financial statements of the Company to ensure that an effective system of internal financial and nonfinancial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.
The remuneration committee is chaired by H. Arthur Bellows, Jr. and its other member is Mark T. Clark, Mark Stone and Marshall Belden. Only independent non-executive Directors may serve on the committee. The committee will meet at least twice a year and has responsibility for making recommendations to the Board on the Company’s policy for the remuneration of Executive Directors and senior executives, demonstrating to shareholders that the remuneration of First Communications executive management is independently approved and monitored by an independent committee of the Board who have no personal financial interest in the outcome of its decisions, and establishing a framework to ensure that the Company complies with best practice provisions for setting and maintaining the remuneration of First Communications executive management.
The nomination committee is chaired by Theodore V. Boyd and its other members are H. Arthur Bellows, Jr., Scott Honor and Mark T. Clark. Only independent non-executive Directors may serve on the committee. The committee will meet at least twice a year and has responsibility for reviewing the structure, size and composition of the Board, giving consideration to succession planning for Directors and other senior executives, and identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise.
The finance committee members are Art Bellows, Scott Honour and Joe Morris. The committee is responsible is to review debt facilities entered into by the Company, consider any acquisitions contemplated by the Company and from time to time to review the suitability of the Company’s capital structure.
