Corporate Governance
Building trust, driving sustainable growth, and delivering long-term value to our business Stakeholders.
At Cosmosparks, we recognize that good corporate governance is essential for sustainable growth, stakeholder confidence, and long-term value creation. Our Corporate Governance Policy sets clear guidelines and practices to promote integrity, accountability, and transparency across all levels of our organization. By adhering to these principles, we aim to maintain the trust and support of our stakeholders while achieving our strategic objectives.
We recognise and accept our legal duty of care towards our business stakeholders and environment and as such we are committed not only to complying with our legal duties and with other requirements to which we subscribe and to exceed these requirements where reasonably practicable.
We are a collective of amazing people striving to build delightful products.
At Cosmosparks, our commitment to corporate governance extends beyond our outlined policies and practices. We continually assess and enhance our governance framework to adapt to changing business landscapes and stakeholder expectations. Our Corporate Governance Policy provides a solid foundation for ethical conduct, transparent decision-making, and sustainable growth. By upholding these principles, we aim to maintain the trust and confidence of our stakeholders while creating long-term value for our company and society at large.
Board of Directors
Our Board of Directors is composed of highly qualified individuals who bring diverse skills, experience, and expertise to the table. The board consists of a majority of independent directors who have no material relationship with the company or its management. The independence of our directors ensures unbiased decision-making and effective oversight. The Board of Directors is responsible for setting the strategic direction of the company and overseeing its performance. They actively engage with management to review and approve major business decisions, including the company’s financial statements, significant investments, and risk management strategies. The board also ensures compliance with applicable laws, regulations, and corporate governance best practices.
Corporate Governance Committees
We have established an Audit Committee comprised of independent directors who oversee the integrity of financial reporting, internal controls, and risk management processes. The committee works closely with the company’s external auditors to review the adequacy of financial statements, compliance with accounting standards, and the effectiveness of internal control systems. Our Compensation Committee is responsible for determining the compensation packages of senior executives and board members. The committee ensures that compensation practices are fair, competitive, and aligned with the company’s performance and long-term objectives. It also oversees the implementation of incentive programs and equity-based compensation plans. The Nomination and Governance Committee is responsible for identifying and recommending qualified candidates for board membership. The committee assesses the skills, experience, and diversity required on the board and ensures that the board composition reflects the best interests of the company and its stakeholders. It also reviews and updates the company’s corporate governance policies and practices.
Governance Reporting
We are committed to providing accurate and transparent information to our stakeholders. In addition to statutory reporting requirements, we disclose relevant information on our corporate governance practices, including board composition, committee memberships, executive compensation, and related party transactions. Such information is made available through regulatory filings, our company website, and other communication channels. We prepare an annual Corporate Governance Report that provides a comprehensive overview of our governance practices, policies, and performance. The report highlights key developments, board activities, and initiatives undertaken to enhance corporate governance. It serves as a tool for shareholders, regulators, and other stakeholders to assess our commitment to good governance.
Diversity and Inclusion Culture
We believe that diversity in board composition enhances decision-making and brings broader perspectives to the table. Our Diversity Policy promotes diversity and inclusion in the boardroom by considering factors such as gender, ethnicity, age, expertise, and professional backgrounds when selecting new directors. We are committed to fostering a board that reflects the diversity of our stakeholders and the communities we serve. We strive to cultivate an inclusive culture where all board members, employees, and stakeholders are valued, respected, and given equal opportunities to contribute. We encourage open and constructive dialogue, where diverse opinions are welcomed and considered. Our commitment to inclusion extends to creating an inclusive work environment that embraces differences and promotes equality.
Board Evaluation
To ensure the effectiveness and performance of the Board of Directors, we conduct an annual board evaluation process. This evaluation assesses the board’s composition, dynamics, decision-making processes, and overall effectiveness in fulfilling its responsibilities. The evaluation may include self-assessment questionnaires, individual director interviews, and feedback from key stakeholders. Succession planning for the board is a critical aspect of our corporate governance. The Nomination and Governance Committee regularly reviews and updates the succession plan for board members, considering factors such as skills, expertise, diversity, and leadership qualities. The plan ensures a smooth transition of board members and promotes continuity in strategic decision-making.
Succession Planning
We have a robust executive succession plan in place to ensure continuity in leadership and management. The plan includes identifying potential successors for key executive positions, assessing their capabilities and readiness, and providing developmental opportunities to groom internal talent. This proactive approach to succession planning minimizes disruptions and ensures a smooth transition during leadership changes. Board succession planning is also a crucial aspect of our corporate governance. The Nomination and Governance Committee periodically reviews the skills, experience, and composition of the board to identify potential candidates for future board positions. This process ensures a diverse and qualified pool of candidates and facilitates effective board governance and decision-making.
Board Independence
We emphasize the importance of independent directors on our board. Independent directors bring an unbiased perspective and play a critical role in overseeing management, ensuring sound corporate governance practices, and protecting the interests of shareholders. We adhere to applicable regulatory requirements regarding the appointment and composition of independent directors. Independent directors have specific responsibilities, including active participation in board meetings, challenging management decisions, providing objective insights, and serving on board committees. They bring diverse expertise and experience to the board and act in the best interests of the company and its stakeholders.
Stakeholder Engagement
We value the input and perspectives of our stakeholders and actively seek their engagement. We maintain open lines of communication through various channels, such as annual general meetings, investor presentations, and dedicated platforms for feedback and inquiries. We listen to stakeholder concerns, suggestions, and feedback and take appropriate actions to address their needs and expectations. We recognize the importance of representing the interests of our stakeholders on the board. Where appropriate and in accordance with relevant laws and regulations, we may consider appointing representatives of specific stakeholder groups as non-executive directors or establishing advisory committees to ensure their voices are heard in the decision-making process.
Board Education and Development
We recognize the importance of ongoing education and development for our board members. We provide opportunities for directors to enhance their knowledge and skills through training programs, seminars, workshops, and industry conferences. These initiatives ensure that our board remains well-informed about emerging trends, governance practices, and industry-specific matters. We may establish continuing education requirements for our directors to ensure they stay up-to-date with relevant knowledge and expertise. These requirements may include attending specific courses or programs related to corporate governance, legal and regulatory compliance, financial management, or other relevant areas. By investing in their professional development, we ensure our directors have the necessary skills to fulfill their responsibilities effectively.
Shareholder Activism
We recognize the rights of our shareholders to express their views and engage in shareholder activism. We respect differing perspectives and take them into consideration when making strategic decisions. We maintain open channels of communication to address shareholder concerns and actively engage in dialogue to find common ground and mutually beneficial outcomes.
Corporate Social Responsibility
We have a comprehensive Corporate Social Responsibility (CSR) strategy that outlines our commitment to making a positive impact on society and the environment. Our CSR initiatives focus on areas such as community engagement, environmental sustainability, employee well-being, and philanthropy. We aim to contribute to the well-being and development of the communities in which we operate. We actively collaborate with stakeholders, including community organizations, NGOs, and government bodies, to identify and address the most pressing social and environmental issues. By engaging in meaningful partnerships and initiatives, we leverage collective resources and expertise to drive positive change and create shared value.
Ethics and Code of Conduct
We have a comprehensive Code of Conduct that outlines the ethical standards and expectations for all employees, executives, and board members. The code covers areas such as integrity, honesty, respect, confidentiality, and compliance with laws and regulations. It serves as a guiding document to ensure ethical behavior and responsible decision-making throughout the organization. We provide regular ethics training programs to educate employees about our Code of Conduct and ethical principles. These training sessions help employees understand their responsibilities, recognize ethical dilemmas, and provide guidance on appropriate actions. We also promote a culture of ethics and integrity through ongoing communication and awareness campaigns.
Anti-Corruption Measures
We maintain a zero-tolerance policy towards corruption and bribery. Our Anti-Corruption Policy outlines guidelines and procedures to prevent, detect, and address any potential instances of corruption or bribery. It establishes clear guidelines for employee conduct, gifts and hospitality, relationships with government officials, and compliance with anti-corruption laws and regulations. We have implemented robust internal controls and monitoring mechanisms to prevent and detect fraud within our organization. These controls include segregation of duties, regular audits, internal reporting channels, and ethics hotlines to encourage employees to report suspected fraudulent activities. We promptly investigate any reported incidents and take appropriate disciplinary or legal action if necessary.
Crisis Management
We maintain a robust crisis management plan that outlines strategies and procedures to effectively respond to and recover from unexpected events or crises. The plan addresses various scenarios, including natural disasters, cybersecurity breaches, supply chain disruptions, and reputational challenges. The board is actively involved in reviewing and approving the plan, ensuring its alignment with our overall corporate strategy.
Whistleblower Protection
We have implemented a Whistleblower Policy to encourage employees and stakeholders to report any misconduct, unethical behavior, or violations of company policies without fear of retaliation. The policy ensures confidentiality and anonymity in reporting, and prohibits any adverse actions against individuals who make legitimate reports in good faith. We take all whistleblower reports seriously and investigate them promptly and thoroughly. We provide multiple reporting channels for individuals to raise concerns or report misconduct. These channels may include dedicated hotlines, email addresses, online platforms, or direct communication with designated individuals, such as ethics officers or members of the board. We ensure that these reporting channels are easily accessible and well-communicated to all stakeholders.
Business Continuity
To ensure the continuity of our business operations, we have implemented measures to identify and mitigate potential risks. These measures include backup systems, alternate facilities, remote work capabilities, and comprehensive disaster recovery plans. Regular testing and evaluation of these measures help us maintain readiness and resilience in the face of adverse events.
Supplier Diversity Sourcing
We promote supplier diversity by actively seeking and partnering with diverse suppliers, including minority-owned, women-owned, and small businesses. Our Supplier Diversity Program ensures that we create opportunities for a wide range of suppliers to participate in our supply chain and contribute to our business success. We believe that a diverse supplier base fosters innovation and economic growth. Responsible Sourcing Practices. We are committed to responsible sourcing of goods and services. We prioritize suppliers who adhere to ethical business practices, comply with relevant labor and environmental regulations, and demonstrate responsible supply chain management. We work closely with our suppliers to promote sustainability, transparency, and fair working conditions throughout our supply chain.
Data Privacy
We are committed to complying with applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR) and other relevant regulations. We have implemented data privacy policies and procedures to govern the collection, use, storage, and disposal of personal information. We respect the privacy rights of our stakeholders and maintain transparent practices regarding data handling.
Governance Best Practices
We monitor and assess emerging corporate governance best practices to ensure that our policies and practices remain aligned with industry standards. We proactively engage with governance experts, regulatory bodies, and peer organizations to stay informed about evolving governance trends and make appropriate enhancements to our governance framework. We value the feedback and input of our stakeholders in shaping our governance practices. We actively seek and consider stakeholder perspectives through engagement initiatives, surveys, and dialogue sessions. This feedback enables us to identify areas for improvement and make informed decisions that align with the interests of our stakeholders.
Cybersecurity
We recognize the importance of protecting our stakeholders’ data and information assets. We have implemented robust cybersecurity measures, including firewalls, encryption, access controls, and regular security audits, to safeguard against cyber threats and unauthorized access. We stay updated with emerging threats and ensure our security measures evolve to mitigate potential risks effectively.
Corporate Compliance Programs
Cosmosparks maintain a comprehensive compliance program to ensure adherence to applicable laws, regulations, and industry standards. The program includes policies, procedures, and training programs to educate employees and stakeholders about their responsibilities and obligations. Regular compliance audits and monitoring processes are conducted to identify and address any compliance gaps or issues. We have a zero-tolerance policy for corruption and bribery. We strictly comply with anti-corruption laws and regulations, both domestically and internationally. Our employees are required to report any suspected instances of corruption or bribery, and appropriate measures are taken to investigate and address such reports.
Related Party Transactions
We have established a robust policy and approval process for related party transactions to ensure fairness, transparency, and avoidance of conflicts of interest. All related party transactions are subject to scrutiny and approval by the board or its designated committee, following a thorough review and evaluation of the transaction terms and its potential impact on the company. We disclose all material related party transactions in accordance with applicable laws, regulations, and accounting standards. Such disclosures include the nature of the transaction, the parties involved, the value of the transaction, and any safeguards implemented to protect the company’s interests.