Corporate Governance Statement

Knutsford Express Services is committed to ensuring that a strong governance framework operates throughout our organization, recognizing that good corporate governance is an important component in supporting management and our team’s delivery of the organization’s strategic objectives and operating a sustainable business for the benefit of all stakeholders. To read more about our Corporate Governance Framework follow the link below.

https://www.knutsfordexpress.com/POLICY-MANUAL-KE-Final-2021.pdf 

1.1 Composition of the Board

The Board of the Knutsford Express Services Limited hereinafter referred to as “the Company” will consist of no less than five (5) persons, including the Chief Executive Officer. There will be no discrimination in the selection of Board Members with regard to gender, race, religion, or age. The Company will make every effort to ensure that there is such diversity available on the Board that each member can contribute to the broad range of knowledge, skills and attributes necessary for a Board to perform its functions in an informed and credible manner.

 

1.2 Induction and Orientation of Directors

It shall be the responsibility of the Chairman to ensure that every Board Member, once appointed, shall be given an orientation which will include a full tour of the company’s facilities, as well as an introductory meeting with each member of the senior management team. During this orientation, the new Board Member will be briefed on the general structure of the company, on the functions of each department and section, and on the roles and responsibilities of each of the senior management staff. After the orientation is completed, the Corporate Secretary will meet with the new Board Member and will familiarize him with the details of his obligations and duties as well as his legal and corporate responsibilities as a member of the Board. The Board member will also be given a copy of the applicable Laws and Regulations with which the Company is expected to comply

 

1.3 Corporate Governance

1.3.1 Audit Committee

An Audit Committee shall be appointed by the Board of Directors of the Company and this committee shall comprise no less than three (3) Directors, with at least two-thirds of the committee being independent (non-executive) Directors who are financially literate. The members of this committee should not hold a significant 10 number of shares in the Company or in any associated companies. In addition, independent members of the Committee should not maintain business and close personal relationships with the Management of the Company and may not receive any compensation other than for Board services, as these arrangements could impact their judgment and objectivity. The Board shall appoint one member as Chairman and at least one member of the Committee shall be a Financial Expert, that is, a person with the following attributes:

  • An understanding of financial statements and applicable generally accepted accounting principles (GAAP);
  • The ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves;
  • Experience in preparing, auditing, analyzing, or evaluating financial statements that present accounting issues of a breadth and level of complexity generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;
  • An understanding of internal controls and procedures for financial reporting; and
  • An understanding of Audit Committee functions. The designation of a member of the Audit Committee as a financial expert does not impose duties, obligations, or liability greater than that borne by a member of the Committee without such a designation. The Audit Committee shall be responsible for assisting the Board of Directors in the oversight of the:-
  • Reliability and integrity of the accounting principles and practices, financial statements and other financial reporting of the Company;
  • Performance of the internal audit functions of the Company;
  • Risk management functions and processes of the Company;
  • Qualifications, independence and performance of the external auditors of the Company;
  • System of internal controls and procedures established by Management and reviewing their effectiveness; and
  • The Company’s compliance with legal and regulatory requirements.

 

1.3.2 Compensation Committee

A Compensation Committee will be appointed by the Board and will consist of at least three (3) persons. At least two-thirds of the number of members of the Audit Committee should be independent, that is, these members should not have an ownership, employment, or other significant relationship with the Company or its associated companies. In addition, independent members of the Committee should not maintain business and close personal relationships with Management and may not receive any compensation other than for board services as these arrangements could impact their judgment and objectivity.

The Board shall appoint one member as Chairman and at least one member of the Committee shall be a Human Resources expert. That is, a person with qualifications and experience in the areas of compensation, labor relations legislation, job evaluation, and performance management.

This Committee shall be responsible for assisting the Board in providing oversight for all matters relating to compensation for the management and staff of the Company and shall provide the Board with such reports and will make such recommendations as are necessary to ensure that compensation is fair and equitable at all levels of the organization. In addition, the Committee shall monitor and ensure that compensation levels are competitive within the industry and the environment, in order to allow the Company to be able to attract and retain qualified, experienced, and proficient persons.