ASBISc Enterprises PLC announced that it remains broadly aligned with the corporate governance principles of Best Practice for GPW Listed Companies 2021, while not applying four detailed provisions.
Specifically, the Cyprus-based IT distributor, primarily known as Asbis stated that it does not comply with principles 3.1, 3.3, 3.6 and 3.10, primarily relating to its internal audit function and oversight structures.
The announcement outlined that the group maintains a transparent disclosure policy and ensures effective communication with investors through multiple channels, including its corporate website.
It confirmed that financial results are published promptly after each reporting period, reinforcing its commitment to timely and fair disclosure.
The company also said it integrates ESG factors into its business strategy, including environmental considerations such as climate change risks and sustainable development.
It added that social and employee-related matters are addressed through initiatives promoting equal treatment, working conditions, employee rights, and engagement with local communities and customers.
Asbis further stated that it publishes information about its strategic framework, measurable goals, and both financial and non-financial performance indicators as part of its communication with stakeholders.
This includes disclosure on how decision-making processes incorporate climate risks and sustainability objectives.
The company also provides data on gender pay differences, including the percentage gap in average monthly remuneration between men and women, along with actions to address inequalities.
It confirmed that it discloses annually any expenses related to support for culture, sports, charities, media, and social organisations.
Investor engagement is supported through regular meetings where management presents strategy, financial results, and key developments, while responding to questions from shareholders, analysts and the media.
The company stated that it responds to investor enquiries promptly and no later than within 14 days.
In terms of governance, Asbis emphasised that its board of directors serves as the single governing body in line with Cyprus law, replacing the dual structure of management and supervisory boards.
“The company, being a Cyprus registered entity, does not have a supervisory board,” the company said.
It explained that the board consists of eight directors, including three non-executive directors who meet independence criteria.
The company confirmed that diversity policies are in place, targeting at least 30 per cent representation of the minority gender in governing bodies.
It added that appointments to the board aim to ensure diversity in expertise, experience, and background.
Asbis also stated that independent judgement and competence are key criteria for board members, who act in the interest of the company.
Despite broad compliance, the company acknowledged that it has not yet appointed an internal auditor.
“The company has not yet appointed an internal auditor to manage the internal audit function,” the company said.
It added that internal mechanisms have nevertheless been developed to safeguard the interests of the company and its shareholders.
“The audit committee and the board as a whole will assess whether such a person should be appointed,” the company said.
The absence of an internal audit function also affects compliance with several related principles, including reporting lines and periodic independent reviews.
“The principle is not applied as the company has not to-date appointed an internal auditor,” the company said.
The company clarified that its audit committee monitors the effectiveness of internal systems despite the absence of a separate audit unit.
Asbis stated that its risk management systems and compliance structures are in place and function across all significant areas of activity.
It added that remuneration policies for directors are based on performance objectives and overall group results rather than short-term financial outcomes.
“None of the directors is paid based on short term results,” the company said.
The company further explained that it ensures shareholder participation through general meetings, including electronic participation and live broadcasts.
It also allows media presence and provides detailed documentation to support informed decision-making by shareholders.
Asbis noted that it does not operate under Polish companies’ law despite following GPW best practices, reflecting its status as a Cyprus-registered entity.
The company also confirmed that procedures are in place to manage conflicts of interest and related party transactions, ensuring transparency and equal treatment of shareholders.
Board members are required to disclose any conflicts and refrain from participating in related discussions.
The company stated that it adheres to fair and transparent policies on remuneration structures, aiming to attract and retain qualified management while supporting long-term value creation.
It added that incentive schemes are linked to long-term financial and non-financial performance, as well as sustainability objectives.
Asbis concluded that while it complies with the majority of governance principles, further steps may be taken to strengthen its internal audit framework and align fully with all requirements.
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