• Business Overview
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CORPORATE GOVERNANCE

Teleset Networks PCL is a company incorporated in Cyprus and as such the rights of shareholders may be different from the rights of shareholders in a UK incorporated country.

The Directors and Proposed Director recognise the importance of sound corporate governance and intend that the Company will comply with the provisions of the combined code insofar as they are appropriate given the Company's size and stage of development and taking into account the Quoted Companies' Alliance Corporate Governance Guidelines for AIM Companies published in 2005. The Company has adopted a model code for director and applicable employee share dealings which, taking account of the fact that the Company is incorporated in Cyprus, is appropriate for a company whose securities are traded on AIM and is in accordance with Rule 21 of the AIM Rules.

The Board has the responsibility for the formation, review and approval of the Company's strategy, the budget and the overall corporate actions including acquisitions. In addition, the Board formally reviews investor relations, product and service developments, and appointments of senior personnel.  

There is a clear division between the duties of the Chairman and the Chief Executive Officer. As the leader of the Board the Chairman undertakers the responsibility for supervising the smooth running and effectiveness of the Board by facilitating and ensuring the flow and accuracy of information to all Directors on all aspects  of the Group's business. 

The Chief Executive Officer undertakes leadership in running the Group's overall business and monitors the performance of all areas of the Group's activities. Regular meetings with the other executive Directors provide the CEO with a continuous feedback on the business and financials of all sectors of the Group.

The Company has established audit, nomination and remuneration committees of the Board with formally delegated duties and responsibilities.

The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The audit committee will meet not less than three times each year and will have unrestricted access to the Company's auditors. The Audit Committe is currently manned by Mr. Ionnis Tirkides pending the appointment of the additional member.

The remuneration committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of equity incentives pursuant to the Share Option Plan or any other equity incentive scheme in operation from time to time. The committee shall meet at least quarterly and at such other times as the chairman of the committee will require. The members of the remuneration committee are Ioannis Tirkides (Chairman), Philippos Vatiliotis (Member) and Yiannis Demetriou (Member).

The nomination committee will review the structure, size and composition required of the Board and make recommendations to the Board with respect to any changes. It will be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise, keeping under review the leadership needs of the Group and reviewing annually the time required from non-executive directors. It will make recommendations to the Board concerning a number of items relating to the Board frame (and that of the Board committees) and succession and the appointment of any director to executive staff or other officer other than to the positions of Chairman and Chief Executive Officer. The committee shall meet at least two times each year and at such other times as the chairman of the committee will require. The members of the nomination committee are Philippos Vatiliotis (Chairman), Yiannis Demetriou (Member) and Roman Shaikhutdinov (Member).