1. Board of Directors

Composition and Structure:

• Managing Director: Leads the board and ensures its effectiveness.
• Deputy Managing Director: Include the CEO and other senior executives who manage daily operations.
• Non-Executive Directors: Provide independent oversight and bring diverse perspectives.

Responsibilities:

• Establishing the company’s strategic direction.
• Ensuring effective risk management and internal controls.
• Monitoring and evaluating the performance of the executive team.
• Ensuring the company adheres to legal and regulatory requirements.
• Protecting the interests of shareholders and other stakeholders.

2. Executive Management Team

Roles and Responsibilities:

• Managing Director: Overall management of the company and implementation of board-approved strategies.
• Deputy Managing Director: Oversees daily operations and ensures operational efficiency.
• Chief Financial Officer (CFO): Manages financial planning, risk management, and financial reporting.
• Chief Marketing Officer (CMO): Develops and executes marketing strategies and manages customer relationships.

3. Committees

To enhance the effectiveness of the board, specific committees may be established:

Audit and Risk Committee:

• Oversees financial reporting and disclosure.
• Ensures the integrity of financial statements.
• Monitors the effectiveness of internal controls and risk management systems.
• Liaises with external auditors.

Nomination and Remuneration Committee:

• Identifies and recommends candidates for board positions.
• Oversees the development and implementation of remuneration policies.
• Ensures that remuneration practices are aligned with company performance and strategic goals.

Sustainability and Ethics Committee:

• Monitors and advises on environmental, social, and governance (ESG) issues.
• Ensures the company adheres to ethical standards and corporate social responsibility (CSR) initiatives.
• Promotes sustainable business practices.

4. Shareholder Relations

Engagement:

• Regular communication with shareholders through annual general meetings, reports, and disclosures.
• Providing timely and accurate information to shareholders.
• Facilitating shareholder participation in key decisions.

5. Compliance and Ethics

Code of Conduct:

• Establishing a code of conduct that sets out the ethical standards for all employees.
• Ensuring compliance with legal and regulatory requirements.
• Promoting a culture of integrity and accountability.

Whistle-blower Policy:

• Providing mechanisms for employees to report unethical behaviour or violations of policies confidentially.
• Protecting whistle-blowers from retaliation.

6. Risk Management

Framework:

• Identifying, assessing, and mitigating risks that could impact the company’s operations and objectives.
• Regularly reviewing and updating risk management policies and procedures.

Internal Controls:

• Implementing effective internal controls to safeguard company assets and ensure the accuracy of financial reporting.

TOMESO Marine Solutions (EA) Ltd’s corporate governance framework aims to ensure that the company operates in a responsible, transparent, and ethical manner. By establishing clear roles and responsibilities, maintaining robust oversight mechanisms, and fostering strong stakeholder relationships, the company can achieve sustainable growth and long-term success.

TOMESO Marine Solutions (EA) Ltd Financial Management Policy

1. Introduction

TOMESO Marine Solutions (EA) Ltd is committed to maintaining the highest standards of financial management to ensure the sustainability and growth of the company. This policy outlines the principles, responsibilities, and procedures that guide the financial management practices of TOMESO Marine Solutions.

2. Objectives

The primary objectives of this financial management policy are to:

• Ensure accurate and timely financial reporting.
• Maintain financial stability and sustainability.
• Promote efficient use of resources.
• Ensure compliance with legal and regulatory requirements.
• Protect the company’s financial assets.

3. Financial Planning

Budgeting:

• An annual budget is prepared based on strategic plans and operational needs.
• The budget is reviewed and approved by the Board of Directors.
• Budget performance is monitored regularly, with variances analyzed and corrective actions taken as necessary.

Forecasting:

• Regular financial forecasts are conducted to anticipate future financial conditions and requirements.
• Forecasts are adjusted based on changes in the market, operational conditions, and other relevant factors.

4. Financial Reporting

Accuracy and Transparency:

• Financial reports are prepared in accordance with International Financial Reporting Standards (IFRS).
• Regular financial statements, including income statements, balance sheets, and cash flow statements, are produced.
• Financial performance is reported to the Board of Directors and stakeholders on a regular basis.

Audit:

• Annual external audits are conducted by an independent auditing firm.
• Internal audits are carried out periodically to ensure compliance with internal controls and procedures.

5. Internal Controls

Segregation of Duties:

• Duties are segregated to ensure that no single individual has control over all aspects of any significant financial transaction.

Approval and Authorization:

• All financial transactions require appropriate authorization and approval as per the established authority matrix.

Reconciliation:

• Regular reconciliation of bank statements, accounts receivable, accounts payable, and other significant accounts is conducted to ensure accuracy.

6. Cash Management

Cash Flow Monitoring:

• Cash flow is monitored continuously to ensure sufficient liquidity for operational needs and obligations.

Banking:

• Relationships with banking institutions are managed to optimize terms and services.
• Multiple bank accounts are maintained to separate operating funds from reserve funds.

Investment:

• Excess funds are invested in low-risk, highly liquid instruments to ensure capital preservation and liquidity.

7. Debt Management

Borrowing:

• Borrowing is undertaken only when necessary and with the approval of the Board of Directors.
• Debt levels are maintained within acceptable limits to ensure financial stability.

Repayment:

• Debt repayment schedules are adhered to, and efforts are made to repay debts ahead of schedule when possible.

8. Asset Management

Capital Expenditure:

• Capital expenditures are planned and approved based on strategic importance and return on investment.
• Asset purchases are recorded and depreciated in accordance with accounting standards.

Maintenance:

• Regular maintenance and audits of physical and financial assets are conducted to ensure their condition and accuracy.

9. Risk Management

Identification and Assessment:

• Financial risks are identified, assessed, and prioritized.
• Mitigation strategies are developed and implemented to manage identified risks.

Insurance:

• Appropriate insurance coverage is maintained to protect against significant financial losses.

10. Compliance and Ethics

Regulatory Compliance:

• All financial practices comply with relevant local, national, and international regulations.
• Ongoing training and updates are provided to ensure staff are aware of compliance requirements.

Ethical Standards:

• High ethical standards are maintained in all financial dealings.
• Any instances of financial misconduct are investigated promptly, and appropriate action is taken.

11. Responsibility and Accountability

Board of Directors:

• Oversees the overall financial management and ensures adherence to this policy.

Chief Financial Officer (CFO):

• Responsible for the implementation and monitoring of financial policies and procedures.
• Provides regular financial reports to the Board and other stakeholders.

Finance Team:

• Executes day-to-day financial operations in accordance with established policies and procedures.

12. Review and Amendments

• This financial management policy is reviewed annually and amended as necessary to reflect changes in operations, regulations, and best practices.

By adhering to this financial management policy, TOMESO Marine Solutions (EA) Ltd aims to ensure sound financial health, accountability, and transparency, thereby supporting its mission and strategic objectives.