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26 GUARDIAN MEDIA LIMITED AND ITS SUBSIDIARIES CORPORATE GOVERNANCEBOARD GOVERNANCEBOARD STRUCTUREDuties of the Board of DirectorsThe Board%u2019s role is to oversee the Company%u2019s Management and to ensure the long-term value of the Company for its shareholders. The Board recognizes that the long-term interests of shareholders is served by taking into account the interests of all stakeholders starting with our employees, customers, suppliers and the communities in which the Company operates. The Board, in addition to its legal requirements, is governed by its Charter which outlines the duties and responsibilities of the individual Directors and of the Board as a whole. The Board has two (2) sub-committees: 1) The Audit Committee; and 2) The Editorial Committee.BOARDAUDITCOMMITTEEEDITORIALCOMMITTEEBoard Independence and DiversityOne of the key factors in the governance structure is an independent Board of Directors. Our Board is committed to a strong director succession planning process, designed to provide for a highly independent, well-qualified Board, with the diversity, experience and background to be effective and to provide strong oversight. As at 31st December, 2023, the Board comprised nine (9) directors, eight (8) of whom are independent, as follows: 1. Mr. Peter Clarke %u2013 Chairman, Non-Executive2. Mr. Conrad Sabga %u2013 Non-Executive3. Mr. Jeremy Matouk %u2013 Non-Executive4. Ms. Sharon Christopher %u2013 Non-Executive5. Ms. Jenifer Smith %u2013 Non-Executive6. Mrs. Sonja Gittens-Ottley %u2013 Non-Executive7. Mr. Davan Maharaj %u2013 Non-Executive8. Professor Rose-Marie Antoine %u2013 Non-Executive9. Mr. Gerhard Pettier %u2013 Ag. Managing Director, ExecutiveIn 2023, the Board held (8) meetings in total (5 regular and 3 special).