Corporate Governance

At the heart of Cainergy’s corporate governance is an efficient system for managing the affairs of the Company, with appropriate roles played by the Shareholders, Board of Directors, Advisory Board, Board Committees and Management Committees.

Cainergy’s corporate governance is guided by governance best practice. The size and composition of the board has been determined considering the scope and complexities of the company’s operations. The Board is responsible for directing and supervising the affairs of the Company, in accordance with its strategic and business objectives as approved by the shareholders and in compliance with all the applicable laws and regulations in our operating jurisdictions.

The Cainergy Shareholders Agreement and the Cainergy Board Charter provide the basis for governance at the Shareholder and Board levels, respectively.

The Board of Directors has ultimate responsibility for policy formulation, strategy and strategic decision making, with specific authority delegated to several board and management committees for the day- to-day operations of the company.

Board of Directors Composition

The Board of Directors consists of five Non-Executive Directors and two Executive Directors. The Directors of the Company are experienced professionals with in-depth expertise in the areas of engineering, business development, finance, banking, and business operations.

Operations of the Board

The Board of Directors operates as the overall leadership organ for setting strategic objectives for the long-term success of the Group. To this end, the Board of Directors is committed to setting and maintaining superior standards of corporate governance.

The Board has oversight of the company’s corporate policies, business practices and internal controls to help it deliver on the long-term strategic goals. The Board’s oversight responsibility of implementing this suite of controls is achieved via five Committees, namely: Audit Committee, Finance and Investments Committee; Nomination and Establishment Committee; Remunerations Committee; Compliance & Ethics Committee; and the Corporate Strategy Committee.

The Board of Directors acting through these Committees ensures that the Group’s operations, processes and activities are supported by a strong system of governance that is fully integrated into all aspects of its business, while empowering the Management Team to execute and deliver against that strategy.

There is a clear separation of the roles between the Chairperson of the Board and the Group Executive Officer of the Company. The Chairperson of the Board of Directors is responsible for leading all aspects of the Board’s operations. The board is also regulated by its meetings, annual performance evaluation and reporting.