Governance

AME is the maintenance of effective corporate governance practices required to protect the interests of our shareholders. Transparency and reporting are  key elements of our governance. Efforts in this area are guided by the standards and procedures established by our Board of Directors. They will be judged by our policy on Business Conduct and Ethics that sets out AME code of ethical behavior.

 

AME believes that a corporate governance framework should provide clear direction in relation to the ongoing management of the company. It should also focus on the creation of shareholder value and sustainable protection and enhancement of the value of the company's financial and non-financial assets. This management approach and dedication to ethical and responsible business conduct is, it has taken in all aspects of our business.

 

Responsibilities of the Board

 

AME’s Board of Directors sees its principal role as stewardship of the company and its fundamental objective as the creation of shareholder value, including the protection and enhancement of the value of the company’s assets. The Board oversees the conduct of the business and management, which, in turn, is responsible for developing long-term strategy and conducting the company’s day-to-day business.

The Board ensures systems are in place to manage the risks and, through the Chief Executive Officer, sets the attitude and disposition of the company toward environmental, health and safety policies, regulatory compliance and financial practices and reporting.

 

In fulfilling its primary responsibilities, the Board ensures that the company has:

 

  • established long-term goals and a strategic planning process;
  • identified and has an understanding of the principal risks of the company’s business and implemented appropriate systems to monitor and manage those risks;
  • established processes to manage and measure management, and in particular, the Chief Executive Officer's performance in achieving the company's stated objectives;
  • established internal controls and management systems to effectively monitor the company’s operations and ensure compliance with applicable laws, regulations and policies;
  • implemented processes to properly oversee company sponsored pension plans; and
  • adopted a communications program for effectively communicating with and receiving feedback from shareholders, employees, government authorities, other stakeholders and the public.

 

The Board is also required to:

 

  • satisfy itself as to the business and professional integrity of the Chief Executive Officer and other executive officers, as well as the Chief Executive Officer and the executive officers’ creation of a culture of integrity through the company;
  • develop the company’s approach to corporate governance, the review of which is led by the Governance and Nominating Committee of the Board; and
  • monitor compliance with the company’s Policy on Business Conduct and Ethics.

 

The Board is responsible to shareholders for leading, developing and protecting the interests of the Company and delivery of sustainable financial performance and long-term shareholder value.

Matters reserved specifically for the Board are clearly laid down. Key matters reserved for the consideration and the approval of the Board are:

 

  • setting and monitoring Company strategy
  • review of Company business plans, trading performance and overhead costs
  • approval of major capital investment projects across the Group
  • setting any interim dividend and recommendation of the final dividend
  • examination of acquisition opportunities, divestment possibilities and significant financial and operational issues
  • review and approval of the Company’s financial statements
  • review and approval of the annual operating and capital expenditure budgets
  • ensuring that the major business risks are actively monitored and managed using robust control and risk management systems (supported by the Audit Committee).