The Group puts a strong emphasis on corporate governance, executed responsibly by the Board of Directors and the management teams. The Group directs its efforts in maintaining the high trust it received from its shareholders to balance interests. The Group is proud of the high confidence of its investors, which is reflected in the impressive placement of funds by major global investment banks. AT’s shares and bonds were issued to many international leading institutional investors and major global investment and sovereign funds.
The Group follows a very strict code of conduct which applies to all its employees and main suppliers, such as Anti-Bribery Policy, Anti-Corruption Policy, Conflict of Interest and others.
EXTRAORDINARY GENERAL MEETING
The group held an Extraordinary General Meeting on April 7th 2017 to approve the migration of the Company’s seat from Cyprus to Luxembourg. The Shareholders have accepted all the points of the meeting. On September 13th 2017 the group held another Extraordinary General Meeting to finalize the migration to Luxembourg and continue as a Luxembourg company (“Aroundtown SA”). The Shareholders have accepted all points of the meeting.
BOARD OF DIRECTORS
The Board of Directors make decisions solely on the Group’s interest and independently of any conflict of interest. The Group is administered by a Board of Directors that is vested with the broadest powers to perform in the Group’s interest.
Regularly, the Board of Directors evaluate the effective fulfilment of their remit and compliance with corporate governance procedures implemented by the Group. This evaluation is also performed by the Audit and Risk Committees. The Board of Directors currently consists of a total of six members, of which two are independent, and resolves on matters on the basis of a simple majority, in accordance with the articles of incorporation.
The Board of Directors is provided with regular training on regulatory and legal updates, sector specific and capital market subjects and ESG/CSR matters.
MEMBERS OF THE BOARD OF DIRECTORS
|Mr. Andrew Wallis||Director|
|Mr. Frank Roseen||Director|
|Mr. Oschrie Massatschi||Director|
|Ms. Jelena Afxentiou||Director|
|Mr. Markus Leininger||Independent Director|
|Mr. Markus Kreuter||Independent Director|
|Dr. Axel Froese||Independent Director|
SENIOR AND KEY MANAGEMENT
|Mr. Shmuel Mayo||CEO|
|Mr. Eyal Ben David||CFO|
|Mr. Markus Neurauter||Head of Commercial Operations|
|Mr. Philipp Von Bodman||Head of Hotel Operations|
The Board of Directors established an Audit Committee. The Board of Directors decides on the composition, tasks and term of the Audit Committee as well as the appointment and dismissal of its members. The responsibilities of the Audit Committee relate to the integrity of the financial statements, including reporting to the Board of Directors on its activities and the adequacy of internal systems controlling the financial reporting processes and monitoring the accounting processes including reviewing accounting policies and updating them regularly. The Audit Committee recommends to the shareholders a nomination for the statutory auditor and provides guidance to the Board of Directors on the auditing of the annual financial statements of the Company and, in particular, shall monitor the independence of the approved independent auditor, the additional services rendered by such auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee agreement with the auditor.
The Audit Committee consists of the Independent Directors, Mr. Markus Leininger (chairman), Mr. Markus Kreuter and Dr. Axel Froese.
The Board of Directors established an Advisory Board to provide expert advice and assistance to the Board of Directors. The Board of Directors decides on the composition, tasks and term of the Advisory Board as well as the appointment and dismissal of its members. The Advisory Board is an important source of guidance for the Board of Directors when making strategic decisions.
The Board of Directors established a Risk Committee for assisting and providing expert advice to the Board of Directors in fulfilling its oversight responsibilities, relating to the different types of risks, recommend a risk management structure including its organization and its process as well as assess and monitor effectiveness of the risk management. The Risk Committee provides advice on actions of compliance, in particular by reviewing the Group’s procedures for detecting risk, the effectiveness of the Group’s risk management and internal control system and by assessing the scope and effectiveness of the systems established by the management to identify, assess and monitor risks. The Board of Directors decides on the composition, tasks and term of the Risk Committee and the appointment and dismissal of its members.
Members of the Risk Committee are Mr. Andrew Wallis, Ms. Jelena Afxentiou, Mr. Markus Leininger, Mr. Markus Kreuter and Mr. Eyal Ben David.
INTERNAL CONTROLS AND RISK MANAGEMENT SYSTEMS
The Group closely monitors and manages any potential risk and sets appropriate measures in order to mitigate the occurrence of any possible failure to a minimum. The risk management is led by the Risk Committee, which constructs the risk management structure, organization and processes and coordinates risk-related training.
The Risk Committee monitors the effectiveness of risk management functions throughout the organization, ensures that infrastructure, resources and systems are in place for risk management and are adequate to maintain a satisfactory level of risk management discipline. The Group categorizes the risk management systems into two main categories; internal risk mitigation and external risk mitigation.
INTERNAL RISK MITIGATION
Internal controls are constructed from five main elements:
- Risk assessment – set by the Risk Committee and guided by an ongoing analysis of the organizational structure and by identifying potential weaknesses. Further, the committee assesses control deficiencies in the organization and executes issues raised by internal audit impacting the risk management framework.
- Control discipline – based on the organizational structure and supported by employee and management commitments. The discipline is erected on the foundations of integrity and ethical values.
- Control features – the Group sets physical controls, compliance checks and verifications such as cross departmental checks. The Group puts strong emphasis on separation of duties, as approval and payments are done by at least two separate parties. Payment verifications are cross checked and confirmed with budget and contract. Any payment exceeding a certain set threshold amount requires additional approval by the head of the department as a condition for payment.
- Monitoring procedures – the Group monitors and tests unusual entries, mainly through a detailed monthly actual vs. budget analysis and checks. Strong and sustainable control and organizational systems reduce the probability of errors and mistakes significantly. The management sees high importance in constantly improving all measures, adjusting to market changes and organizational dynamics.
- ESG risk related expenditures – the Group has included identification of potential financial liabilities and future expenditures linked to ESG risks in the organizational risk assessment. Future expenditures on ESG matters and opportunities are included in the financial budget.
EXTERNAL RISK MITIGATION
As ordinary course of business, the Group is exposed to various external risks. The Risk Committee is constantly determining whether the infrastructure, resources and systems are in place and adequate to maintain a satisfactory level of risk. The potential risks and exposures are related, inter alia, to volatility of interest risks, liquidity risks, credit risk, regulatory and legal risks, collection and tenant deficiencies, the need for unexpected capital investments and market downturn risk. The Group sets direct and specific guidelines and boundaries to mitigate and address each risk, hedging and reducing to a minimum the occurrence of failure or potential default.
The Board of Directors established a Nomination Committee to identify suitable candidates for director positions and examine their skills and characteristics.
The Nomination Committee consists of the Independent Directors, Mr. Markus Leininger, Mr. Markus Kreuter and Dr. Axel Froese.
The Board of Directors established a Remuneration committee to determine and recommend to the Board the remuneration policy for the Chairman of the Board, the Executive Directors and Senior Management including evaluation of short term performance related remuneration to senior executives.
The Remuneration Committee consists of the Independent Directors, Mr. Markus Leininger, Mr. Markus Kreuter and Dr. Axel Froese.
The Board of Directors established an ESG/ CSR Committee to review shareholder proposals and recommendations that relate to matters of Corporate Social Responsibility. In addition the ESG/CSR Committee reviews and assesses the company’s CSR strategy, initiatives and practises for Environmental, Social and Governance practices and reviews policies with respect to CSR subjects.
The ESG/CSR Committee consists of the Independent Directors Mr. Markus Leininger and Dr. Axel Froese.
The Group respects the rights of all shareholders and ensures that they receive equal treatment. All shareholders have equal voting rights and all corporate publications are transmitted through general publication channels as well as on a specific section on its website. The shareholders of Aroundtown SA exercise their voting rights at the Annual General Meeting of the shareholders, whereby each share is granted one vote. The Annual General Meeting of the shareholders takes place at such place and time as specified in the notice of the meeting. At the Annual General Meeting of the shareholders the Board of Directors presents, among others, the directors report as well as consolidated financial statements to the shareholders.
The Annual General Meeting resolves, among others, on the financial statements of Aroundtown SA, the appointment of the auditor of the Company and the discharge to and appointment or re-election of the members of the Board of Directors.