TakeMarket Ltd is committed to follow the standard of good corporate governance and provide transparency, which promotes the long-term interests of shareowners, investors and the public and strengthens Board and management accountability and helps build public trust in the Company.
The Board serves as the ultimate decision making body of the Company, except for those matters reserved to or shared with the shareowners. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.
Governance Guidelines & Policies:
These policies and guidelines are subject to change at anytime by the Board whenever the Board seems fitting to revise these Corporate Governance Guidelines.
Section I | Role of Board and Management.
The shareowners of TakeMarket Ltd, (* also called the company hereafter), elect the board of directors to oversee management and to enhance long term value for its shareholders and shareowners. TakeMarket ltd conducts its business through its officers and employees, under the direction of the chief executive officer (CEO), to enhance the long-term value of the company for its shareholders and share ownowners.
- The CEO shall select and appoint all other officers of TakeMarket Ltd and evaluates and challenges the company’s strategic plans, and thus approves appointment of all corporate officers, approves senior executive compensation, appoints and supervises the company’s independent auditor, reviews the company’s financial condition, declares dividends and approves significant investments and divestitures and other significant matters.
- The CEO is subject to the boards approval and recommendations.
- To the extent consistent with their primary obligation to the company’s shareholders and shareowners, the board of directors and management exercise their responsibilities to enhance the interests of company’s associates, customers, suppliers, the communities where the company operates, and other stakeholders.
Section II | The member size of the Board
The size of TakeMarket Ltd Board of Directors is determined by the Articles of Association and COI, which shall be fixed by resolution of the Board. The board reviews this over time and will if needed change size to fit it’s need appropriately to guarantee the most efficient performance of the board.
Section III | Board membership restriction clause
- The Company does not allow non executive management personnel, such as non director employees, or lower management or private employees, to be a members of the Board of Directors. Also the TakeMarket Ltd does not allow employees regardless of their position in the company to have other any interests in terms of being board members in other companies or organizations as long as they are employed by the company. This restriction is extended to 6 months after the date an employee chooses to leave the company or the employment is terminated by the company.
- The board may from time to time review the skills and characteristics desired of Board members to ensure that that the company has the required skills in the board members that it considers is needed to run the company most efficiently. The board and CEO of the company the ultimate right hire or terminate a board members if needed. When reviewing new potential candidates for the board, the board shall and must at all times consider advise and recommendations from TakeMarket’s founder and majority owner, Daniel Sundbeck
Section IV | Board meeting frequency
The board of directors holds four scheduled meetings a year, if nothing else is advertised and meets at other times as necessary to revise the strategy of the company and its future planning.
Section V | The Board meeting Agenda
The board, including the Chairman of the Board, shall be responsible for its agenda.
- The Chairman of the Board will ensure that certain items pertinent to the advisory and monitoring functions of the board are brought to the board for review and/or decision. For example, the Annual Budget and Long Range Plan will be reviewed by the board.
- The Chairman, the CEO, the Lead Director or the committee chair, as appropriate, will suggest the nature and extent of information to be provided regularly to the directors before each scheduled board or committee meeting.
- Every Directors are expected to review any information sent out prior to a meeting and spend as much time as possible required and regularly attend the board meetings. If director is having issues attending a meeting, then the Chairman must be informed of such notice.
- If the Chairman is not present at the meeting, then a new date and time must be rescheduled for new board meeting, unless the Chairman gives his approval and appoints a member of the board to chair for him during that meeting.
Section VI | Retirement age
The retirement age for shareowner directors is 75 years, but this should not be considered as a strict policy, but more a general recommendation. Thus the board can waive this policy recommendation in individual cases, based on continued appropriateness for the role. For employee directors the retirement age is 65 and none shall be re-nominated or reelected for a management position in the company.
Section VII | Ethical Business Environment
The company and the Board insists on an ethical business environment that focuses on adherence to both the letter and the spirit of regulatory and legal mandates. The Board expects that management will conduct operations in a manner supportive of this view. The Board is committed to avoiding any transactions that compromise, or appear to compromise an ethical business environment. The Board also oversees a corporate compliance program, which includes a Company code of conduct, the maintenance of accounting, financial and other controls, and the review of the adequacy of such controls.
VIII | Code of Ethics Policy
TakeMarket Ltd, (the “Company”) , seeks to promote ethical conduct in its financial management and reporting and common business practice. This Code of Ethics applies to any Executive Officer, and employee.
Each Senior Officer and employee shall:
- Act ethically and with honesty and integrity, including by ethically handling actual or apparent conflicts of interest between personal and professional relationships and applicable laws, rules and regulations.
- Senior officers shall provide the Board of Directors with information that is full, fair, accurate, objective, relevant, timely and understandable.
- Comply with laws, rules and regulations of the UK overseas territory of Gibraltar, governments and regulatory agencies, such as the Gibraltar Company house and Gibraltar Financial Services Commission.
- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting facts or allowing his or her independent judgment to be subordinated. Take care of our our customers, end-users, partners and co-operating parties with honesty, respect and act ethically in all situations when interacting with these parties.
- Every member of the staff shall respect the confidentiality of information acquired in the course of his or her work at the Company except when authorized or otherwise legally obligated to disclose or use such information. Confidential information acquired in the course of his or her work will not be used for personal advantage.
- Share knowledge and maintain skills important and relevant to the Company’s needs.
- Proactively promote ethical behavior within the Company. Promote responsible use of and control over all Company assets and resources.
- Disclose information required to be included in periodic reports filed to be provided to any other governmental entity in a full, fair, accurate, timely and understandable manner.
- Comply with all Company policies, published either on our website or internally distributed.
- Report violations:
- Promptly report any violation or possible violation of this Code of Ethics, including any information concerning (a) significant or material deficiencies or weaknesses in the design or operation of the internal controls of the Company.
- Any fraud, whether or not material, involving any member of management or other employee who has a significant role in financial reporting, disclosures or internal controls of the Company.
- Or any other matters that could have a material adverse effect on the Company’s ability to record, process summarize and report financial data. The report must be made to the board of directors, as the case may be, in accordance with the procedures established under the Company’s Corporate Compliance Policy, if any, which include reporting on a confidential or anonymous basis.
- The company think it is important that employees can report wrong doing by their peers and co-workers and such the company promotes and encourage internal whistle blowing to be reported to the CEO or/and the Board.
This Code of Ethics does not summarize all laws, rules, regulations and Company policies applicable to the Senior Officers and staff members. Violations of this Code of Ethics may subject a Senior Officer to disciplinary action, ranging from a reprimand to dismissal and possible criminal prosecution.
Section IX | Independent advisers
Directors shall have reasonable direct access to members of senior management. In addition, the Board or a Board committee may seek legal or other expert advice from a source independent of management. The board therefore reserves the right to , at the expense of the company to hire or terminate independent advisers as it considers appropriate.
Section X | Clawback Policy
The Board shall, in all appropriate circumstances, require reimbursement of any annual incentive payment or long-term incentive payment to an executive officer of TakeMarket Ltd where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a financial restatement of TakeMarket Ltd’s financial statements; and (2) a lower payment would have been made to the executive based upon the restated financial results.
In each such instance, TakeMarket Ltd will, to the extent practicable, seek to recover from the individual executive the amount by which the individual executive’s incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results.
Section XI | Succession planning
The Board is responsible for succession planning, which shall include appropriate contingencies in case the CEO retires, resigns or is incapacitated. The bylaws of Tenno Networks Ltd describes in details how the process should be outlined in the event of succession. The board reserves the right and authority to update these policies in the bylaws when/if it is considered necessary.
Section XII | Communication policy with media and other channels
No director or employee of the company may talk on behalf of the company, engage in an interview with journalist or alike without the permission and full consent from the board. Instead all communications should be relayed to [email protected] and the board must be informed of any inquiry from media. This also includes publicly making remarks, commenting and writing about the company in their spare time/office hours or in anyway and/or anywhere where the person could be interpreted as a representative of the company. Such could be be, but not limited to tv, newspapers, radio, other social media channels, and other print or electronically publications.
Section XIII | Material Transactions
The Board shall evaluate and, if required by the Certificate of Incorporation, the Bylaws or Company policy, approve Company transactions not arising in the ordinary course of business.
Section XIV | Management & Director equity ownership
TakeMarket Ltd believes in that it is a sound practice of equity ownership by the Director and the management team of the company. While it is not mandatory for the management team it is recommended to holding either in forms of, stocks, bond, or options or similar to the amount of 3 times their annual compensation. For Directors it is required to hold the amount of 5 times their annual compensation. The company gives a new director an time lapse of five years to come into compliance with this policy.
Section XV | Promoting continuous education
The company is of conviction that continuous education of crucial skill sets and abilities of both the senior executive staff and common employees is key and a important feature to develop the company into the future and make it ready for any obstacles that may be ahead of us.The board therefore strongly encourage on-going education of all members of the company and will also provide the means for such on-going education. The company will provide any new director the access, information and education considered needed to start maintaining his/her duties and understanding the way the TakeMarket Ltd performs it’s business.
Section XIII | Taking an active Social Responsibility
TakeMarket Ltd strongly believe in taking an active corporate social responsibility in the communities and regions that we operate within and invest into these regions such as Gibraltar. We will act accordingly and take incentives towards growing and investing within these communities, hire locally, start educational programs, specifically within the areas of economy & finance, information technology and infrastructure.
Section XVII | Contact the Board Of Directors
Section XVIII | Periodic Review of polices and guidelines
The board shall periodically review these corporate governance guidelines and polices to secure that the company is up to date with best business practices. The Board will when considered it appropriate make changes to these documents