As at 30 June 2023, the Company was headed by a unitary Board comprising ten (10) directors. The Board is made up of two (2) Executive Directors, six (6) Non-Executive Directors and two (2) Independent Non-Executive Directors, under the Chairmanship of Mr. Philippe Espitalier-Noël, who is a Non-Executive Director. Moreover, the functions and responsibilities of the Chairman and the Chief Executive Officer are distinct and separate.
Upon appointment to the Board of Velogic, each new Director receives an induction pack from the Company Secretary. An induction programme and orientation process is supervised by Senior Executives of the company. Directors are further encouraged to attend courses to refresh their knowledge and to keep abreast of latest developments relating to their duties, responsibilities, powers and potential liabilities.
Prior to the listing of Velogic on DEM, its Board had resolved that its governance matters, as well as risk management, internal control and audit matters, be overseen by the Corporate Governance Committee (“CGC”) and Risk Management and Audit Committee of Rogers. For the purpose of the listing, the Board of Velogic agreed that such governance structure operates well and there will be no change thereto.
Further, the Sustainability and Inclusiveness Committee (“SIC”) of Rogers assists the Directors of the Company in the performance of their duties. Moreover, the Chief Executive Officer of Velogic has a standing invitation to attend the meetings of the SIC and CGC of Rogers.
For the year under review, Mr. Thierry Hugnin, who is a member of Rogers RMAC, was appointed as an observer to the RMAC of Velogic. This appointment was to facilitate the understanding and reporting of information between both RMACs. The roles and responsibilities of the RMAC are outlined in its charter and the same has been published on the website of Velogic: https://www.velogic.net/investors/corporate-governance/rmac-charter/ .
The Company Secretaries of Rogers and Velogic further coordinate to ensure the timely flow of information between the CGC and SIC of Rogers, and the Board and RMAC of Velogic. Board and Committee materials are circulated at least four (4) days before the holding of such meetings.
As governance professionals, the Company Secretaries guide the board on corporate governance principles and on their statutory duties and responsibilities. In an advisory role, the Company Secretaries provide support and advice to group on corporate transactions/projects.
The Company Secretaries are responsible for the efficient administration of the company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that board decisions are implemented.
The Company Secretaries are Sharon Ah-Lin and Heena Anauth-Oodunt.