Since our establishment in 1996, we have been committed to our stakeholders, our communities and to the wider society, demonstrating this responsibility by placing emphasis on clear operating rules and principles of Corporate Governance that are at the core of our decisions. To achieve our business goals responsibly and effectively, we have established a framework of corporate governance principles, thus ensuring accountability and transparency in every aspect of our business operations. This framework composes an environment of accountability, mutual trust and respect for rules that meets our philosophy, values and commitments.
Following the guidelines of the ISO 37000 Governance guidelines, our goals are designed and thus achieved through the implementation of our Code of Conduct, as well as the effective collaboration of our corporate governance bodies that include the following:
Board of Directors
Our BoD is composed of at least three members who are not necessarily shareholders of the corporation and elected by the shareholders at their annual general meeting. The BoD selects the senior management team, acts as an auditor to the senior management team members and monitors the team’s performance. The BoD meets on a monthly basis and/or whenever needed to discuss all relevant operational facets of the Company. It is responsible for fostering a culture of business integrity and reviewing the Company’s strategies, financial objectives, operating decisions, major risks and their management plans.
In more detail, the BoD:
- determines corporate strategy and relevant goals;
- ensures that the Company’s organisational structure and capabilities are appropriate for implementing the corporate strategy; establishes core values and long-term goals;
- supervises operations and checks achievement of business objectives;
- eliminates deviation from data confidentiality policy;
- safeguards the reliability of financial statements; ensures that internal controls are effective;
Strategic Advisory Board
Our Strategic Advisory Board has been set up to provide continuous support to the development and fine-tuning of the Company’s overall growth strategy and oversee its implementation. Composed of external accomplished experts, it provides unbiased insights and ideas to the BoD and management team.
More specifically, the Strategic Advisory Board:
- stimulates inspiration and innovation by bringing technical and commercial know-how and experience from the global market;
- in partnership with the BoD and the management of the Company:
- analyses growth opportunities for existing lines of business and identifies and seizes market opportunities
- generates and evaluates new major potential business ideas/areas, existing and potential strategic partnerships
- supports the above initiatives through individual business and social networks
- provides “wise counsel” on issues raised by owners/directors or management;
- provides unbiased insights and ideas from a third point of view (not involved in the operation of the business);
- poses challenges to directors and management that could improve the business
In addition to our Strategy Committee, facilitated by the Strategic Advisory Board, there are currently three further board committees: the Audit Committee, the Remuneration & Nominations Committee and the Finance Committee. The BoD appoints the committee members annually. Every so often, depending on the occasion, the BoD may form a new committee or disband an existing one.
The objective of the Audit Committee is to provide continuous support to the BoD when exercising its supervisory functions and discharging the Company’s obligations to shareholders, investors and third parties, particularly in relation to the financial reporting process, along with the following: integrity of the Company’s financial statements and other financial data and information published by the Company; effectiveness of the Company’s control systems, including financial statement control mechanisms; the Company’s compliance with applicable laws and regulations.
Remuneration & Nominations Committee
The Remuneration & Nominations Committee makes recommendations to the BoD about all remuneration matters (fixed, variable, pre-emptive rights, stock option plans) for executive members of the BoD, the level of remuneration for members of board committees, the remuneration and other benefits policy for the group’s senior executives, whilst also regulating issues relevant to the Company’s general remuneration policy.
The purpose, duties and responsibilities of the Finance Committee are the following:
- review the Company’s cash position, capital structure and strategies, financing strategies and insurance coverage, and report to the BoD with respect thereto as appropriate;
- review and make recommendations to management and the BoD as appropriate with respect to the Company’s dividend policy;
- shall have such other powers and perform such other duties where delegated by the BoD.
The purpose of the Strategy Committee is to advise the BoD on significant business development issues of interest to the Company relating to human resources, technology, products and more.
Business Code of Conduct
The Code of Conduct, in combination with all the rules of corporate governance and the policies applied within our Company, defines the framework of our business operation. Revised in late 2019, the Code of Conduct applies to all employees, executives and senior management. This document is the foundation of our commitment to ethical business practices and legal compliance, raising awareness of our responsible operations.
The purpose is to provide guidelines on appropriate business conduct, prevent any conflict of interest, clearly define the rules and regulations, and foster transparency and integrity amongst its employees.
All people, including employees, partners and other independent staff contractors, as well as all company subsidiaries, business groups and teams worldwide, are subject to the Code of Conduct. Our Company has adopted numerous subject matter- specific policies and procedures, including:
- The duty of the Company and its employees to respect human rights and employment/labour rights and laws.
- Commitment to avoid, address and have zero tolerance for any forms of illegal or improper discrimination, harassment and retaliation.
- Commitment to ensure data privacy and protection.
- Implementation of standards and selection criteria for our suppliers, under the precautionary approach within our supply base. Observation of the laws, rules and regulations of any country we operate in to prevent bribery and corruption.
- Commitment to environmental, health and safety standards, laws and regulations.
- Commitment to raise ethics and compliance concerns and questions, and report potential ethics and compliance violations in a confidential and, where permitted, on an anonymous basis, without fear of retaliation.
- Any other operational procedures to prevent inappropriate use of the Company’s resources, including but not limited to hacking, downloading/ testing/using pirate software, providing private services and cryptomining.
We are currently in the process of preparing our Code of Ethics that will serve to further support our commitment to ethical business practices and legal compliance, as already cemented within our Code of Conduct. The Code of Ethics will outline the significance of respecting and adhering to the Code of Conduct, particularly with regards to anti-harassment and anti-discrimination in the workplace. Furthermore, owing to the introduction of recent legislation, the Code of Ethics will include provisions for whistleblowing.
Transparency and anti-corruption
For us, anti-corruption is a matter of professional and ethical business conduct. We apply a zero-tolerance approach to bribery, corruption, money laundering, or any other immoral or illegal activity. We are committed to implementing effective systems to prevent such risks. Our performance and competitiveness are solely based on ethical and lawful practices.
As a result, we set limits on the responsibilities and volume of influence of each executive, establishing checks and balances to prevent cases of corruption. All employees are informed about corporate practices, operating principles and all relevant procedures through the Code of Conduct and Netcompany-Intrasoft’s internal rules, policies and regulations. The internal rules, policies and regulations also comprise the organisational structure, the risk management plan and the internal audit system.
We closely monitor our performance in adhering to the principles of corporate governance, regulatory compliance and business ethics. All reported violations of the Code of Conduct are confidentially investigated by the Company, to the extent that this is deemed to serve its interests and legal obligations. All investigations are carried out by our legal department, and any violation of the Code of Conduct is reported to our senior management. To this end, we monitor our performance based on specific indicators presented below:
Anti-corruption in 2021:
- Total number and percentage of operations assessed for risks related to corruption - 100%
- Significant risks related to corruption identified through risk assessment - 0
- Confirmed incidents of corruption and actions taken - 0
- Total number of confirmed incidents in which employees were dismissed or disciplined for corruption - 0
- Total number of confirmed incidents when contracts with business partners were terminated or not renewed due to violations related to corruption - 0
- Public legal cases regarding corruption brought against the organisation or its employees during the reporting period, and the outcomes of such cases - 0
Socio-economic compliance in 2021:
- Total monetary value of significant fines for non-compliance with laws and/or regulations in the social and economic area - 0
- Total number of non-monetary sanctions for non-compliance with laws and/or regulations in the social and economic area - 0
- Cases brought through dispute resolution mechanisms - 0
Our targets for 2022 and onwards
- Target 1: Develop an anti-corruption policy.
- Target 2: Get ISO certification according to ISO 37000 relating to governance practices.
- Target 3: Identify and embed sustainability risks within Company key risks functions (e.g. ERM, internal audit, compliance, legal).
- Target 4: Maintain zero confirmed cases of corruption.
- Target 5: Internalise procedures for the handling of harassment issues.
- Target 6: Implement whistleblowing policy.