PikoHANA: Corporate Governance Policy - PHMS-400-1.1-PL


PURPOSE

This policy sets out PIKOHANA's commitment to good Corporate Governance and to the establishment of business culture, operation, procedures, and philosophies, which will be in the best interests of all business activity stakeholders.

RESPONSIBILITIES

  • All employees of PIKOHANA are expected to comply with the provisions of this policy and have the responsibility of reporting non-compliant practices.
  • PIKOHANA's Managing Director or his appointee is responsible for:
    • Overseeing the policy and ensuring compliance;
    • Managing the policy on a day-to-day basis; and
    • Ensuring that any questions or clarifications about the implementation of this policy and its contents are addressed in a timely manner.

POLICY STATEMENTS

PIKOHANA recognises the importance of the establishment and practise of policies and procedures which promote good corporate governance. We intend that all of our business activities be conducted in such a manner aligned with good corporate governance as an integral part of all that we do.

  1.  PIKOHANA commits that all of its operations and business will be conducted in a framework which provides clear and transparent accountability. The Company provides assurance to all stakeholders of the proper and controlled execution of the business.
  2. PIKOHANA, by this policy, requires that all of its employees, regardless of position and status, shall conduct all aspects of the business with honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and commitment to the organization.
  3. PIKOHANA will, on an ongoing basis, develop a model of governance that aligns the values of the corporate participants, and then evaluate this model periodically for its efficacy. In particular, senior executives should conduct themselves honestly and ethically, especially concerning actual or apparent conflicts of interest, and disclosure in financial reports.
  4. A major integral element of the commitment to good corporate governance is the establishment and implementation of the PIKOHANA Quality Management System (QMS), of which this document forms a part.  Application of the QMS to all aspects of the company’s business is a mandatory requirement and the company, through internal auditing, and through monitoring by designated personnel, shall ensure adherence to the requirements of the QMS.
  5. On behalf of the shareholders, overall control of the company and its ongoing activities is vested in the Board of Directors.  Directors' responsibilities include monitoring and endorsing the organisation’s strategy, developing directional policy, appointing, supervising and remunerating senior executives, and to ensure accountability of the organisation to its owners and to the authorities.
  6. Full authority for the day to day running of the company is vested in the Managing Director who has full responsibility for the company’s operations and business activities.  He is in turn supported by the other executives within the company structure which is set out in the corporate organisation chart.
  7. The Managing Director in turn delegates certain of his powers and authorities to various levels of executives within the company.  Details of such delegation are maintained within the Quality Management System. Such delegation shall only be in accordance with the established conditions in the QMS.
  8. The Managing Director shall reserve to himself certain powers and authorities which shall not be subject to delegation.  These shall include the following items:
    1. The acquisition or disposal of any company asset;
    2. The acquisition or disposal of any shares or financial participation in another company or third party entity;
    3. The entering into any joint venture or any commercial arrangement where PIKOHANA accepts any liability other than its own and its own subcontractor’s performance; and
    4. The entering into any commercial arrangement where the PIKOHANA’s contracted liabilities would exceed the total value of the contract.

VIOLATIONS OF THE POLICY

  1. Violations of the Corporate Governance Policy may result in civil and regulatory penalties against PIKOHANA and individual employees. This could negatively impact PIKOHANA's ability to conduct business in particular jurisdictions.
  2. Failure to comply with this Policy may also result in disciplinary action, including termination of employment. Any investigation and disciplinary actions shall be in accordance with the Personnel Policy on Disciplinary Actions.

POLICY REVIEW

  1. This policy is reviewed every 12 months in compliance with the Quality Management Policy.
  2. Associated procedures and guidelines are also reviewed with the policy.


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