Corporate Governance

General Shareholders’ Meeting

The General Shareholder Meeting is the supreme decisional authority of Holfin Insurance Reinsurance Broker. General shareholders meetings are ordinary and extraordinary.

The Ordinary General Meeting decides on: annual financial statements, dividends, election/ revocation of the members of the Board of Directors and of the financial auditor, fixing the duration of the financial audit contract, remuneration of the members of the Board of Directors for current financial year, budget and business plan.

The Extraordinary General Shareholders Meeting decides on: change of the company duration, increase, decrease or completion of the share capital by issuance of new shares, change of the headquarter, change of the name, merger or division, early dissolution of the company.

The company takes all necessary measures to facilitate the shareholders’ participation in the works of the General Shareholders Meetings, as well as the full exercise of their rights. Within the General Shareholders Meeting, dialogue between the shareholders and the members of the Board of Directors and/or executive management is encouraged.

Administration and management

Holfin Insurance Reinsurance Broker has adopted a unitary management system that is fully consistent with the principles of good corporate governance, transparency of relevant corporate information, protection of shareholders and of other categories of concerned persons (stakeholders), as well as of an efficient operation on the insurance broking market.

The structure, the size and the skills of the Board of Directors and executive management are well suited for the size and the complexity of the company’s activity. The members of the Board of Directors and the executive management promote high ethical and professional standards and a strong internal control culture. The exercise of the responsibilities by members of the Board of Directors and executive management is subject of obtaining the approval of Financial Supervision Authority.

The performance of the Board is critical to the economic success of the company and to the protection of shareholders’ interests. The Board encourages and seeks to build a mutual understanding of objectives between the company and its shareholders.

Directors are required to act in a way they consider would be most likely to promote the success of the company for the benefit of shareholders. In doing so, the Directors must have regard (amongst other matters) to:

• The likely consequences of any decision in the long term.
• The need to comply with legal framework, including the specific regulations governing the insurance market.
• The need to foster business relationships with clients, insurers and other partners, based on fair commercial practices.
• The interests of the employees.
• The impact of the company’s operations on the community and the environment.
• The desirability of the company maintaining a reputation for high standards of business conduct.
• The need to act fairly, in good faith, towards all shareholders.

Audit and Risk Committee

The control for the adherence to the corporate governance framework, including the Code of Conduct, is the responsibility of the Audit and Risk Committee.

The Audit and Risk Committee’s mission is to support the BoD to fulfill their oversight responsibility for matters that primarily concern:

1. The Internal Control Framework in the Company
2. The financial reporting process including the preparation of the annual and interim financial statements
3. The selection of financial auditors
4. The monitoring of the Internal control activities covering the internal audit, compliance and risk management functions
5. The monitoring of compliance with the Code of Conduct.

Nomination and Remuneration Committee

The mission of the Nomination and Remuneration Committee is to support the Board of Directors in fulfilling the objectives regarding the nomination and remuneration policies of the company.