Philosophy


Encipient™ views the implementation of Corporate Governance practices as integral to its operations. We are committed to the principles of international best practices of governance and at all times strives to comply with such practices. The Corporate Governance framework at Encipient™ is based on an effective independent Board and the constitution of Board Committees to oversee critical governance areas of the company. The illustration below describes Encipient's current governance framework:

Governance Framework - New Page

The Board of Directors is committed to the ongoing implementation of initiatives to improve Corporate Governance for the benefit of all stakeholders. All of Encipient's operations are subject to an effective governance framework. This provides direction for its subsidiaries, which structure their respective governance frameworks according to Company standards. Furthermore, this framework enables our Directors to balance their responsibility of providing oversight with their role as providers of strategic counsel, thereby achieving a proper balance between conformance and performance. In creating the governance framework, the Board is committed to applying accepted governance principles in a practical way.

Commitment


Encipient™ is committed to upholding the highest standards of corporate governance. This entails complying with regulatory requirements, protecting the rights and interests of all stakeholders, enhancing shareholder value, and achieving organizational efficiency. The Board has approved policies for risk management, compliance and internal controls, in accordance with the latest rules and guidelines.

The adoption and implementation of corporate governance is the direct responsibility of the Board of Directors. The Board is committed to excellence in corporate governance.

Board Committees

The Audit & Risk Management Committee is involved in the Board’s fulfillment of its oversight responsibilities relating to the integrity of financial statements, performance of the external auditors, monitoring the performance of the internal audit functions, the business practices and ethical standards of the company. Furthermore, Audit & Risk Management Committee advises the Board of Directors on matters of risk management and internal controls of the Company, as well as reviewing the Company’s major risk exposures and changes to its risk profile.

Audit & Risk Management Committee Members
The Board Investment Committee’s primary duties and responsibilities are to: Establish operating guidelines for investment activities; Approve new investments/exits; Monitor investment performance; Approve financing and issuing of securities; and Establish banking relationships.

Board Investment Committee Members
The purpose of the Corporate Governance Committee is to review existing policies and framework and advise the Board on the public reporting of information on Corporate Governance practices and issues, as well as provide a formal forum for communication between the Board and management on Corporate Governance issues.

Corporate Governance Committee Members

Management Committees

The Executive Management Committee oversees the strategic planning for the Encipient™ and the decision making for all new investments. For example, prior to making a commitment to sign definitive agreements relating to investments (equity and financing), each new investment will need to be reviewed by the EMC.

Executive Management Committee Members
Duties of the Risk Management Committee is to establish and maintain a risk management framework throughout the firm to best manage Encipient's shareholder and client interests. Its mandate is to identify, assess and measure risks arising from the firm’s activities, and to define the appropriate course of action to mitigate or manage them.

Risk Management Committee Members
The Investment Assessment Group is intended to deem the marketability of investment products brought in by the deal team members. The IAG is comprised of the Investor Relations Group team, and members of the Financial Management Group. The IAG is responsible for the initial assessment of investor and market reaction to additional funding for an existing legacy transaction and new transactions.

Investment Assessment Group Members

Financial Reporting


The Board of Directors is responsible for monitoring and reviewing the reliability of the financial statements, accounting policies and the information contained in the Annual Report. In undertaking this responsibility, the Directors are supported by on-going processes for identifying, evaluating and managing risks we face. Timely and accurate disclosure of information regarding the Company's financial position, performance and ownership also forms part of Corporate Governance.

Internal Audit

Encipient™ has an Internal Audit function that is commensurate with the size, nature and extent of business conducted by the Company. Internal Audit reports to the Board Audit Committee and has unrestricted access to the Chairman of the Board Audit Committee. A risk based audit approach is followed and the Board Audit Committee approves annual audit plans. The scope of work of the Internal Audit department is to determine whether Encipient's network of risk management, control and governance processes, as designed and represented by management, is adequate and functioning. The Internal Audit function verifies the adequacy and effectiveness of internal controls from operation, financial and statutory compliance point of view through a blend of process and transactional audits. A summary of significant observations along with any action plan identified by the management is placed quarterly before the Board Audit Committee for review and guidance.

External Audit

The independence of the External Auditors is recognized and reviewed with the auditors by the Board Audit Committee on an annual basis. Non-audit services are dealt with in terms of the following:

  • Our External Audit firms must have internal standards and processes to monitor and maintain their independence; and
  • Safeguards must be in place to ensure that there is no threat to the objectivity and independence in the conduct of the audit, resulting from the provision of non-audit services by the External Auditors.

Code of Conduct, Risk Management & Compliance


Corporate Governance is about commitment to values and ethical business conduct. It is also about how an organization manages its corporate and business structure, culture, policies and interactions with stakeholders. These policies are implemented by management and independently monitored for compliance by Internal Audit, Risk Management and other sub-committees of the Board.