Governance
The Board has put in place corporate governance arrangements which it believes are appropriate for the operation of your Company. The Board has considered the principals and recommendations of the 2008 Combined Code on Corporate Governance issued by the Financial Reporting Council and decided to apply those aspects which are appropriate to the business. This reflects the fact that Ocean Wilsons Holdings Limited is an investment Company incorporated by an act of parliament in Bermuda with significant operations in Brazil. The Company complies with the code where it is beneficial for its business to do so. The position is regularly reviewed and monitored by the Board.
The Board
The Board currently comprises the Chairman, Mr. J F Gouvea Vieira, Deputy Chairman Mr. W Salomon, two independent non-executives, Mr. A Cooper and Mr. A Rozental and one executive Director, Mr. K Middleton. Mr. Cooper and Mr. Rozental are considered by the Board to be independent under the UK combined code.
The division of responsibilities between the Chairman and the Executive Director has been clearly established, set out in writing and agreed by the Board. The Group does not have a Chief Executive.
The Board delegates authority to manage the portfolio of investments to Hanseatic Asset Management LBG. Our maritime services company, Wilson Sons Limited (an autonomous listed Company) is supervised by the Board of Wilson Sons Limited who have appointed Mr. Cezar Baiao as Chief Executive to run the business. The Chief Executive in turn delegates responsibility to senior executives, in particular strategic business unit directors.
Ocean Wilsons Holdings Limited manages its interest in Wilson Sons Limited through the appointment of three Ocean Wilsons Holdings Limited Directors as Non-Executive Directors of Wilson Sons Limited, voting on matters requiring Wilson Sons Limited shareholder approval and the relationship agreement between Ocean Wilsons Holdings Limited and Wilson Sons Limited signed following the listing of Wilson Sons Limited on the Sao Paulo and Luxembourg Stock Exchanges. The relationship agreement details areas of co-operation between Ocean Wilsons Holdings Limited and Wilson Sons Limited in meeting accounting, reporting and compliance requirements for both companies. The Board has appointed an Executive Director, Mr. Keith Middleton to administer the Holding Company.
The Ocean Wilsons Holdings Limited Board has a formal schedule of matters specifically reserved for its attention. As previously stated autonomy is given to the Wilson Sons Limited Board to supervise the Wilson Sons Limited business and decisions taken by the Wilson Sons Board do not require ratification by the Board of Ocean Wilsons Holdings Limited.
The Board of Ocean Wilsons Investments Limited is currently constituted by the same Directors as the Board of Ocean Wilsons Holdings Limited. The Board delegates authority to run the investment portfolio held by Ocean Wilsons Investments Limited to the investment manager within certain guidelines. The Board of Ocean Wilsons Investments Limited has a formal schedule of matters specifically reserved for its attention.
The formal agenda for each scheduled Board meeting is set by the Chairman in consultation with the Executive Director. The Board of Ocean Wilsons Holdings Limited is invited to attend Wilson Sons Limited Board meetings where appropriate to receive operational updates.
Board Committees
The Board has established a finance committee which has formal terms of reference regarding audit and remuneration that are approved by the Board and reviewed on an ongoing basis. The finance committee comprises all non-executive Directors, two of whom are considered by the Board to be independent. The Chairman of the Finance committee is the Board Chairman, Mr. J F Gouvea Vieira. The Board does not have a separate nomination committee as the identification and appointment of a new Board member is a matter for the full Board.
Internal Controls
The Board is responsible for the system of internal control and reviewing its effectiveness. The internal controls are designed to cover material risks to achieving the Group’s objectives and include business, operational, financial and compliance risks. The internal controls are designed to identify, evaluate and manage rather than eliminate risk of failure to meet business objectives. The internal control process distinguishes between the Parent Group and the Principal operating subsidiary, Wilson Sons Limited which is managed by an autonomous Board.
Wilson Sons Limited is listed on both the Sao Paulo Stock Exchange “BOVESPA” and Luxembourg Stock Exchange, whose rules are different to the London Stock Exchange. The company’s internal control procedures whilst sufficient for the Board of Wilson Sons Limited to identify, manage and control the principal risks, they may differ from the requirements of the Turnbull Committee. The Board of the principal operating subsidiary is responsible for identifying key business risks and establishing and reviewing internal control procedures.
