Connect Bidco Limited is a Guernsey incorporated entity with a registered establishment in England and Wales. As a Guernsey incorporated entity, we are not required to make a corporate governance statement however, we have chosen to do so in line with best practice and our Corporate Governance Policy.
The Board of Connect Bidco Limited is pleased to present its Corporate Governance Statement for the period to 31 December 2020. This statement includes a review of how corporate governance acts as the foundation for our corporate activity and is embedded in our business and the decisions we make. The Board is committed to the creation of long-term sustainable value for the benefit of our shareholders and wider stakeholders.
The Company is committed to the highest standards of governance and during the year adopted its own Corporate Governance Policy. Our Corporate Governance Policy is a combination of both the Wates Principles for Large Private Companies and our own existing governance frameworks which provides detailed governance principles reserved for the Board and its subsidiary boards. These matters are strictly reserved to ensure the Directors and subsidiary directors can demonstrate sound and competent execution of their statutory duties (including oversight of the management of relationships and engagement with stakeholders on their behalf) in accordance with applicable legislation.
To ensure effective governance, the Board has structured its governance framework as noted on page 47. The Board has established Committees to assist it in exercising its authority. The permanent Committees of the Board are the Audit and Remuneration Committees. Each Committee has Terms of Reference under which authority is delegated by the Board.
The Company has composed a Board with a balance of skills, backgrounds, experience and knowledge required to compliment the promotion of the long-term success of the Company and to identify the impacts of the Board’s decisions on their stakeholders, and where relevant, the likely consequences of those decisions in the long-term. Individual directors have sufficient capacity to make a valuable contribution that is aligned to the Company’s activities.
The Directors are mindful of corporate governance and seek to demonstrate understanding of their accountability and statutory responsibilities. The current Board understands its primary duties under the Companies (Guernsey) Law 2008 and broader regulatory responsibilities, e.g., General Data Protection Regulations, Anti-Money Laundering, Corporate Criminal Offence. Group-wide governance policies are in place to support these primary duties and broader regulatory requirements.
The Board is ultimately responsible for organising and directing the affairs of the Company in a manner most likely to promote the success of the Company for the benefit of its investors whilst complying with legal and regulatory frameworks. Our Board is responsible for the overall conduct of the Inmarsat Group’s (the ‘Group’) business. It is the primary decision-making body for all material matters affecting the Group. It provides leadership and guidance and sets our strategic direction.
Our Board is ultimately accountable for:
Responsibility for developing and implementing strategy within the Group’s operations and for day-to-day management of the business is delegated to the Chief Executive Officer (CEO) who, as the head of the Executive Management team, cascades this responsibility through the Group. The CEO is empowered by the Board to handle all business activities up to a designated level of authorisation and to report to the Board for guidance, support and approval on other matters which require Board input. The members of the Executive Management team are listed on page 48 and their biographies can be found on our website at www.inmarsat.com/en/about/who-we-are/leadership-team-and-board.
The Board has responsibility for managing risk and although the Audit Committee has responsibility for the risk management process the Board does not delegate overall responsibility for the approval of the risk management policy to either the Audit Committee or management. There has been additional work undertaken in 2020 on risk processes and a review of the principal risks was undertaken with and by the Executive Management team to be implemented in 2021 for Audit Committee and Board reporting.
In accordance with the Corporate Governance Policy, principal decisions are delegated to the Executive Management team. In making its decisions, the Executive Management team is required to consider the outcome of any stakeholder impact assessment that has been undertaken to support it making any principal decision. The Executive Management team reports back to the Board as part of the wider risk management and internal controls of the Group, allowing the Board to demonstrate its oversight of the delegated responsibilities.
A formal schedule of matters specifically reserved for decision or consideration by the Board as a whole has been agreed by the Directors. This schedule covers areas such as:
The Board has an annual rolling plan of items for discussion which is reviewed formally at Board meetings and adapted regularly to ensure all matters reserved for the Board, with other items as appropriate, are discussed. During 2020 and the Covid-19 pandemic, the Board continued its scheduled meetings albeit with a shorter agenda to cater for the Board Directors being in different time zones. Where urgent matters were required to be discussed, this was done by email and ad hoc meetings requisitioned as necessary. There is an established procedure for the review of the agenda between the Chairman, the Chief Executive and the Company Secretary in advance of each Board meeting. At each Board meeting there is a detailed report on current trading from the Chief Executive and Chief Financial Officer and detailed papers are provided on matters where the Board will be required to make a decision or give approval. Where appropriate, specific responsibilities are delegated to Board Committees or to committees convened for special purposes.
In 2020 we focused our attention on the following key areas:
The diverse experience and backgrounds of the Non-Executive Directors ensures that they can provide a strong debate and constructively challenge management both in relation to the development of strategy and review of the Group’s operational and financial performance.
On 26 February 2021, Rupert Pearce stepped down from his role as CEO and resigned as Director of Connect Bidco Limited and its subsidiaries and was replaced by Rajeev Suri effective1 March 2021.
The Chief Executive chairs the Executive Management team which meets on a monthly basis. During 2020 due to Covid-19, these meetings were shorter in time due to different time zones of the management team and therefore additional weekly and fortnightly meetings were set up to ensure the management team remained connected and operating effectively. As part of its remit, this team focuses on the Group’s strategy, financial reviews and long range business planning, the competitive landscape, strategic updates from all areas of the business, risk reviews, culture, learning and development and organisational development. The Executive Management team includes:
More information on the Executive Management team can be found on the Company website here.
Our Board meets as often as necessary to effectively conduct its business. During 2020, the Board met six times. Unscheduled supplementary meetings also took place as and when necessary, for example, calling an additional two meetings to discuss operational impacts of Covid-19 on the business. At each regular Board meeting , the Chief Executive Officer and Chief Financial Officer provide reports to the Board.
The Board is regularly given exposure to the next layer of management at the Executive Management team level and often to their direct reports. This is helpful to the Board as it provides it with additional insight into internal talent and provides additional inputs when discussing management succession. In instances where a Director is unable to attend Board or Committee meetings, any comments which he may have arising out of the papers to be considered at the meeting are relayed in advance to the relevant Chairman or the Company Secretary who would then report to the Board or Committee.
The attendance of the Directors at the Board meetings held in 2020 is shown in the table below.
|
Meetings |
Percentage attendance |
|---|---|---|
Andrew Sukawaty (Chairman) |
6/6 |
100% |
Max Fowinkel |
6/6 |
100% |
Rtd General C. Robert Kehler |
6/6 |
100% |
Pascal Keutgens |
5/6 |
83% |
Ashvin Malkani |
6/6 |
100% |
Christoph Müeller |
6/6 |
100% |
Salim Nathoo |
6/6 |
100% |
René Obermann |
6/6 |
100% |
Rupert Pearce |
6/6 |
100% |
Andrew Sillitoe |
5/6 |
83% |
The role of the Chairman is set out in writing and agreed by the Board. He is responsible for:
The role of the Chief Executive is set out in writing and agreed by the Board. He is responsible for:
The Company Secretary acts as Secretary to the Board and its Committees and in doing so she:
