Corporate Governance

Good governance provides a framework that allows the right decisions to be taken by the right people at the right time. It ensures that there is an accountability and oversight of decision-making throughout in our organization. Our governance goes beyond regulatory compliance and puts the interests of all our stakeholders at the heart of the Board’s decision-making.

  • Board Committees
  • Audit and Risk Committee
  • HSE&S Committee
  • Nomination Committee
  • Remuneration Committee

Our Board has established Audit and Risk, Remuneration, Nomination and Health, Safety, Environment & Security (HSE&S) Committees. Each committee has formal terms of reference approved by the Board. The Company Secretary provides advice and support to the Board and all Board committees. Board committees are authorized to engage the services of external advisers as they deem necessary.

  1. Board Responsibility:
    • The role of the Board: The Board is collectively responsible for the governance of the Company on behalf of OKTA EPL’s shareholders and is an accountable to them for the long-term success of the Group.
    • How the Board operates: The Board has a structured agenda for the year ensuring all relevant matters are considered, with sufficient time allowed for discussion. The program is structured to include: strategic issues (both setting the strategy and reviewing its execution); corporate targets and budget approval; HSE&S risk; internal controls and risk management; corporate responsibility; financing; investor relations corporate reporting; Board Committee related activity, including matters requiring Board sanctions; and other corporate governance matters. Adhoc Board meetings are held if necessary, to deal with specific matters requiring Board consideration. The agenda for each Board meeting is set by the Chairman in consultation with the Chief Executive Officer and the Company Secretary based on an annual program, with any additional matters included as and when they arise.

The Audit and Risk Committee comprises of Chief internal Auditor, CEO and Board Directors for the review of the audit reports on quarterly or by annual basis.

  1. Role of the Committee:
    • Monitors and reviews the effectiveness of the Company’s risk management and internal control systems, including in particular the identification of emerging risks and the effectiveness of actions taken to mitigate them, by review of the system as well as the management’s response to the review findings.
    • Monitors and reviews the effectiveness and objectivity of the Company’s Internal Audit function, the appropriateness of its work plan, the results of reviews undertaken, and the adequacy of management’s response to matters raised.
    • Monitors the integrity of the Company’s financial statements and any formal announcements relating to the Company’s financial performance and the significant financial reporting judgments they contain.
    • Reviews the external auditors’ independence and objectivity and the effectiveness of the audit process.
    • Develops and implements policy on the engagement of the external auditor to supply non-audit services.
    • Monitors the enforcement of the Company’s Global Code of Conduct and the adequacy and security of its whistleblowing procedure.

The Health, Safety, Environment, and Security (HSE&S) Committee comprises Head of Department, GM HSE and Manager HSE and also the member from technical team.

  1. Role of the Committee:
    • To monitor and review the Group’s HSE&S strategy.
    • To evaluate the effectiveness of the Group’s policies and systems for delivering the Group’s HSE&S strategy.
    • To monitor the quality and integrity of the Group’s internal and external reporting of HSE&S performance and issues.
    • To assess the policies and systems within the Group for ensuring compliance with HSE&S regulatory requirements.

The Nomination Committee comprises HSE&S team and technical team members

  1. Role of the Committee
    • To plan Board member succession and oversee plans for senior management succession, taking into account skills, knowledge, diversity, and experience in doing so;
    • To regularly review the structure, size, and composition of the Board and Committees;
    • To identify and recommend for Board approval suitable candidates to be appointed to the Board.
    • Diversity: The Board fully embraces a culture based upon equal opportunities in the workplace. At the Board level, we are committed to ensuring that the process for all Board appointments is conducted, and appointments made, on merit, against objective criteria and with due regard to the benefits of diversity on the Board, including gender. When preparing for a new Board appointment, an external hiring company is selected and requested to prepare a list of Suitable candidates by taking into account the capabilities, skills, and experience required for the role, as well as diversity of the Board in its widest sense, including gender diversity. The Board considers the proportion of women on the Board as part of its assessment when selecting a candidate for a Board position.

The Remuneration Committee Comprises of Chairman and Two Directors

  1. Role of the Committee:
    • Develop and maintain a remuneration policy to attract, retain and motivate employees to enable the Company to meet its objectives, taking into account the long-term interests of employees, shareholders, and other long-term stakeholders.
    • Consider and approve the remuneration arrangements for the Chairman, the Executive Directors, and other senior executives as determined by the Committee.
    • Exercise oversight of the pay and performance conditions across the Group