According to the European Directive No. 2013/36/EU and the relevant transposed Directive DI144-2014-14&14(A) of CySEC on the Prudential Supervision of Investment Firms, Investment Firms should develop a framework on which the Management Board forms Committees that have specific responsibilities.
Based on the above, the Board of Directors created Committees with specific functions. Each Committee has a charter defining their functions and responsibilities.
Pursuant to the EU Directive No. 2013/36/EU, dated 26 June 2013, on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, Member States shall ensure that institutions which are significant in terms of their size, internal organisation and the nature, scope and complexity of their activities establish a nomination committee composed of members of the management body who do not perform any executive function in the institution concerned.
As the term clearly denotes, this committee is responsible for issues related to the nomination of directors to the Company. It identifies and recommends candidates for appointment to various Boards and other key positions within the Company (to be finally approved by the Board of Directors) and periodically reviews the performance of such officers, and particularly their skills and input into the company. In certain cases, the Nomination Committee calls upon the persons it has nominated to inquire whether they indeed wish to serve in that particular position of the Company; if not, the Committee usually meets again to find and recommend other suitable candidates to act in such positions of the Company. Similarly, if a candidate, in the course of time, does not seem to discharge his / her functions adequately, the Nomination Committee is assigned the role of nominating another candidate to act in his / her place.
The Nomination Committee is currently composed of three non-executive members of the Board of Directors.
This Committee deals with laying down the remuneration policy of the Company, preparing proposals, for approval by the Board of Directors, on the remuneration packages of Executive and Non-Executive Members of the Board, the Chief Executive Officer and any other identified categories of staff whose professional activities have a material impact on the Company’s risk profile, including the remuneration of senior officers in the risk management and compliance functions.
The Remuneration Committee currently comprises of three non-executive members of the Board of Directors.
The Risk Committee advises the Board of Directors upon, and periodically evaluates, the risk strategy laid down; lays down and presents a “remedy strategy” to the Board of Directors; reviews the pricing policy of the Company in accordance with its business model, risk strategy and goals; and generally, manages risk and engages in an evaluation of the risk management systems and checks, as well as makes recommendations as to how to strengthen such systems, how to tackle and prevent risk and how to evaluate the degree of severity and likelihood of risk.
The Risk Committee is currently composed of three non-executive members of the Board of Directors.
The purpose of the Investment Committee is to contribute towards the formation of the Company’s investment policy by examining investment opportunities and analysing their potential. The Investment Committee receives information for the market from various external sources and prepares recommendations on the investment policy and strategy to be approved by the Board of Directors.
The Investment Committee is currently composed of eight persons.
The functions and responsibilities of the Audit Committee are generally to provide independent advice in terms of reviewing the efficiency of the risk management systems and the controls in place, and to monitor the financial reporting process, to review and provide advice on the strength of the internal control systems, to review the financial statements and evaluate the independence of the statutory auditor to review internal and external audit, and to assess the corporate governance arrangements.
The Audit Committee reviews significant accounting and reporting issues and recent professional and regulatory changes on Cyprus Investment Firms to understand the potential impact on the financial statements, in order to be able to assess whether such reports are complete and accurate. It also reviews the results of the audit with the management and its external auditors, including matters required to be communicated to the Committee under generally accepted audit standards. The Audit Committees evaluates the strength and efficiency of the internal systems and controls. Controls over financial reporting, information technology security and operational matters also fall under the auspices of this Committee.
The Audit Committee is currently composed of three non-executive members of the Board of Directors.