Corporate Governance & Our Business Principles

At Lasaco, we conduct our business activities in accordance with the highest degree of ethical standards of good Corporate Governance, integrity, and full compliance with the law, while taking into account the interests of Stakeholders. The Board of Directors is responsible for setting, reviewing, and guiding the Corporate Governance strategy through its committees.

Committees of the Board

The Board performs its various duties and responsibilities through Four (4) Committees. All Board Committees make recommendations for consideration and approval by the full Board. The Committees meet at least once every quarter.

Finance, General Purposes and Investment Committee

Key Terms of Reference:

• To review the Company’s operational standards and performance.

• To oversee financial reporting, policies, and processes as well as the compliance level.

• To oversee internal controls and compliance within the company.

• To oversee capital and operating expenditures, specific projects, and their financing within the overall Business Plan and Budget approved by the Board.

• To ensure that there are no conflicts of interest by Directors and Top Managers in the Company in the conduct of business.

• To proffer suggestions on optimal use of the Company’s resources.

Membership:
The Finance and Investment team consists of Six (6) members comprising of:

• 3 (Three) Non-Executive Directors

• 3 (Three) Executive Directors

Nomination, Governance and Remuneration Committee

Terms of Reference:

• To define the criteria and the procedure for the appointments and promotion of key officers of the company from manager cadres and above.

• To oversee proper administration of the Board-approved Performance-based Appraisal and Remuneration System.

• To review from time to time the organizational structure and succession planning proposals of the group and make appropriate recommendations to the full Board.

• To oversee the implementation of Board-approved Performance Goals and objectives for the Executive Directors and Top Management.

Membership:
The Committee consists of Six (6) members comprising of:

• 3 (Three) Non-Executive Directors

• 3 (Three) Executive Directors

Audit, Risk Management and Compliance Committee

Terms of Reference:

• Responsible for the review of the integrity of the data and information provided in the Audit and/or Financial Reports.

• To provide oversight functions with regards to the company’s financial statements and internal control and risk management functions.

• To review the terms of engagement and recommend the appointment or reappointment and compensation of External Auditors to the Board and the Shareholders.

Membership:
The team consists of Six (6) members comprising of:

• 3 (Three) Non-Executive Directors

• 3 (Three) Executive Directors

The Statutory Shareholders’ Audit Committee

Terms of Reference:

• Ascertain whether the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices.

• Review the scope of the planning of audit requirements.

• Review the findings on management matters in conjunction with the External Auditors and departmental responses.

• Keep under review the effectiveness of the Company’s system of accounting and internal control.

• Make recommendations to the Board regarding the appointment, removal, and remuneration of the External Auditors.

• Authorize the internal auditor to investigate company activities of interest or concern.

Membership:
The team consists of Five (5) members comprising of:

• 3 (Three) Shareholders’ Representatives

• 2 (Two) Non-Executive Directors