Symphony is committed to ensuring that it has proper standards of corporate governance, and has established procedures and policies that it considers to be appropriate to its nature, size and resources.
The Board of directors has five members: Georges Gagnebin, Samer Z. Alsaifi, Oliviero Bottinelli, Anil Thadani and Sunil Chandiramani. Three of the directors – including the Chairman – are independent. The Board members are aware of their obligation to act in the best interests of the Company if potential conflicts of interest were to arise.
The directors currently do not have fixed terms of office and there are specific provisions on the procedures for their appointment.
The Board is responsible for reviewing financial performance and internal controls, and for monitoring Symphony’s overall strategy. In addition, it is responsible for approving the annual financial report and the quarterly NAV reports during the year.
The Board has two committees: the Nominations Committee and the Audit Committee.
Each committee and each director has the authority to seek independent professional advice where necessary, at Symphony’s expense, to enable them to discharge their respective duties.
Symphony has a policy on directors’ dealings in shares, which is based on the Model Code for Directors’ Dealings contained in the UK Listing Authority's Rules.
The Board understands its responsibility for ensuring that there are sufficient, appropriate and effective systems, procedures, policies and processes for internal control of financial, operational compliance and risk management. The Board meets at least four times during the year to receive an update on Symphony’s investment activities and performance from the investment manager, together with reports on markets and other relevant matters. In carrying out their responsibilities, the directors have put in place a framework of controls to ensure that on-going financial performance is monitored in a timely and corrective manner, and that risk is identified and mitigated to the extent practicably possible.
The Company has entered into an agreement with the investment manager, Symphony Asia Holdings Pte. Ltd. The investment manager’s principal responsibilities are to implement Symphony’s investment objectives, which are to increase its Net Asset Value through long-term strategic investments in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle, and branded real estate sectors in the Asia-Pacific region and through investments in special situations and structured transactions, which have the potential to generate attractive returns and to enhance its Net Asset Value.
Nominations Committee
The Nominations Committee assesses the suitability of candidates nominated by shareholders as replacement directors.
It comprises a majority of independent directors. If one or more members of the committee have an interest in a matter under deliberation, he/they are required to abstain from participating in the review and approval process of that matter.
Director, Symphony International Holdings Limited;
Chairman, Symphony Asia Holdings Pte. Ltd
Audit Committee
The Audit Committee assists the Board in overseeing the risk management framework by reviewing any matters of significance that affect the financial reporting and internal controls of the Company, and has the duties of, among other things:
- assisting the Board in its oversight of the integrity of the financial statements, the qualifications, independence and
performance of the independent auditors, and compliance with relevant legal and regulatory requirements; - reviewing and approving, with the external auditors, the audit plan, the evaluation of the internal accounting controls,
audit reports and any matters which the external auditors wish to discuss without Board members being present, and
ensuring compliance with relevant legal and regulatory requirements; - reviewing and approving, with the internal auditors, the scope and results of internal audit procedures and their
evaluation of the internal control system; - overseeing the safeguarding of Symphony’s assets and engaging the auditor to report on such safeguarding mechanisms
from time to time; - making recommendations to the Board on the appointment or reappointment of external auditors, the audit fee, and
resignation or dismissal of the external auditors; and pre-approving any non-audit services provided by the external
auditors.
Director, Symphony Asia Holdings Pvt. Ltd;
CEO & Director, Symphony Capital Partners Limited
