CSDI's Governance & Management Structure

 

CSDI is a Public Joint company run by the board of directors hereafter is called Board. The board members are elected on the basis of plurality vote at an extraordinary general assembly held every two years for this purpose. Natural people applying for the membership of the board must be approved by the Securities and Exchange Organization prior to the general assembly. The board chooses the CEO at its first meeting. The CEO's qualification must also be approved by the Securities and Exchange Organization. The annual General Shareholders Assembly chooses in unanimity an independent auditor / a legal inspector from the auditing firms reliable to the SEO, and an alternate inspector/auditor to carry out their duties and observing responsibilities designated in the related regulations and the company's articles of association for a one-year tenure every year so that it can assess its selected members’ efficiency in the Board of Directors. The Board of Directors forms their own professional and technical committees in order to meet their strategic duties. In their very first meeting, the board members decide upon the Chief Executive Officer of the company, who indeed is not the head of the Board but is the highest-ranking executive figure of the company for a two-consecutive-year term. Through the CEO, the Board of Directors fulfills the efficiency and performance of the company.

 

 

Introduction to CSDI Specialized Committees Mandated by Board of Directors

1. Audit Committee

The Audit Committee is comprised of at least three to five members, appointed by the Board of Directors, with majority of its members being independent financial experts. The head of the Audit Committee must be an independent board member or a non-executive financial board member, and the company's executive directors are not permitted to be members of the audit committee.

Secretary of Committee: Director of Internal Audit Department

Committee Objectives:

The audit committee is mandated to improve and contribute to the supervisory role of the Board of Directors to gain reasonable assurances on the followings: 

• Governance effectiveness, risk management and internal surveillance 
• Accurate financial reporting
• Effectiveness of internal auditing
• Auditor independency and the independent auditing effectiveness
• Compliance with laws and regulations

Audit Committee Missions:

Internal surveillance and Risk Management

• Monitoring the effectiveness of the company's internal surveillance systems including Information Technology controls and their security checks;  
• Ensuring the adequacy of the scope determined by the internal auditor to examine the company's internal surveillance mechanism
• Ensuring the effectiveness of risk management process, including identification, measurement, analysis, evaluation, management, and monitoring
• Examining the internal auditor reports on the internal surveillance as well as the independent auditor’s comments on internal control mechanisms;
• Pursuing the enforcement of recommendations raised by internal or independent auditors and addressing the reported weaknesses in internal surveillance
• Reporting to the board of directors on the internal surveillance including evaluation and expert advice about the internal controls in subsidiary companies

Financial Reporting

• Monitoring important items in financial reporting, overall perception and estimates, accounting procedures, mechanism of disclosure, selection and change in any of above-mentioned objects and disclosure of transactions with related parties in the company's financial statements
• Ensuring the reliability and timeliness of company's financial statements
• Ensuring the compliance with accounting standards and other regulations in company’s reports
• Ensuring the provision of all needed information for the Board's decision-making with regard to the financial statements
• Examining company's financial statement drafts, prior to approval by the Board of Directors, and recommendations raised by independent auditors

Internal Auditing

• Regular review of the charter and organizational structure of the internal audit, and ensuring its adequacy and independency in performing its duties and responsibilities
• Reviewing the internal audit department’s annual plan and required resources before tendering to the Board of Directors for approval;
• Ensuring the efficacy and proper performance of internal audit in accordance with the rules and regulations
• Securing Internal Audit Department the access to resources and information required to fulfill its responsibilities
• Ensuring Internal Audit Department compliance with binding local and international standards
• Examining the internal audit reports and tendering to the Board of Directors if necessary;
• Ensuring the important findings and recommendations raised by Internal Audit Department is tendered to the management and necessary measures are taken;
• Establishment of open and full communication between the director of the internal audit department and the audit committee
• Proposing appointments, dismissals, salary, benefits and bonus of the Internal Audit Director to the Board of Directors

In case of outsourcing the internal audit operations, the audit committee with Internal Audit Director will propose the contractor and the contract terms including value and payments to the Board of Directors.

• Assessing competency and capabilities of Internal Audit Department’s director and staff

Independent Audit

• Ensuring the independence of the independent auditor and lack of potential conflict of interest according to the code of conduct for independent auditors
• Examining terms of audit contracts and commensurateness of contract value with services provided by the independent auditor
• Offering recommendations on the selection, rotation or change of the independent auditor and statutory inspector to the Board of Directors in accordance with the  examinations or mandatory requirements
• Monitoring the effectiveness of independent auditor and statutory inspector  performance as well as their work results
• Regular Consultation with the independent auditor and statutory inspector about their comprehensive plans and auditing strategy for the company
• Ensuring  coordination of the independent audit of the parent and subsidiary companies in cases where more than one auditing firm is involved
• Coordinating independent auditing affairs with those of internal auditing
• Examining draft report of the independent auditor and the statutory inspector and helping resolve the disagreement between the independent auditor, the Board of Directors and the Chief Executive Officer
• Examining the findings of the independent auditor and statutory inspector in the presence of the company's executive management (This examination includes any limitations on the scope of the independent auditor’s activities, any disagreement of the independent auditor with the management, key accounting and auditing perceptions, financial statements errors and corrections and, questioning executive management)
• Reviewing "Management Letter" of the independent auditor and pursuing senior management activities in response
• Reviewing and pursuing the measures taken to address the clauses contained in the reports of the auditing and the statutory inspector, as well as the tasks assigned in the general meetings
• Advising on the authorized non-audit services by the independent auditor according to the code of conduct, as well as the auditor's skills and experience in providing such services
• Establishment of open and full communication between the independent auditor and the audit committee

Compliance with Laws, Regulations and Requirements

• Existence of a strategic plan and follow-up measures in the implementation of the company's strategies to achieve general and operational goals;
• Presence of a code of ethics and compliance of senior management and staff with it
• Pursuit of the impacts of modifications in the laws and regulations related to the company's activities
• Pursuit of reports on no laws, regulations and requirements compliant cases, including the  Board of Directors resolutions

Reporting

• Submitting reports on the performance of the internal audit department and independent auditor to the Board of Directors
• Preparation of the audit committee annual report including at least introduction of members, their records, their major responsibilities, completed tasks, achievements and future plans to be specified in the Board of Directors’ report to the General meeting
• Submitting other necessary reports to the Board of Directors within the framework of the charter
• In case of major disagreements between the Audit Committee and the Board of Directors, the Board is obligated to elaborate on the issue in Internal Surveillance Report.

Other Responsibilities

• Monitoring information and conditions, and compliance with the requirements related to transactions with related parties,
• Ensuring the accuracy, reliability and timeliness of other reports prepared for releasing to the outsiders
• The presence of the audit committee chairman in the general meeting to answer the questions raised by shareholders
• Ensuring the board of directors is informed about the issues potential to impact the company’s financial or business status
• Interaction with other committees mandated by the board of directors
• Regular evaluation of the committee’s performance including the performance of each committee member
• Other activities related to the charter, at the Board of Directors’ request.

 

Committee Meetings

• The schedule of committee regular meetings including times and venues shall be approved at the very first audit committee meeting. The committee should not convene less than 6 times a year and the meetings should be in tandem with the company's financial reporting period
• The quorum for committee meetings is the majority of members. Other people attendance in committee meeting is only possible with the permission of the committee
• Each meeting length shall be determined in such a way that all topics can be discussed, reasoned, reviewed, and concluded. In addition, the intervals between committee meetings and board meetings should be adjusted so the committee meetings results and reports are properly tendered to the board.
• In each fiscal year, the Committee shall hold at least two meetings with the company's independent auditor on relevant matters
• At the first meeting of new fiscal year, the committee’s annual resolutions shall be reviewed and approved. In addition, matters referred to the committee shall be prioritized by the committee chair, and submitted to the committee for approval.
• The committee meetings agenda prepared by the committee secretary in coordination with its chair shall contain an item list that can be raised in the committee meetings. Meeting agenda must be sent to members one week before the ordinary meetings, and at least 2 days before the extraordinary ones
• The meeting minutes that will be signed by the members present at the meeting, are prepared by the committee secretary by the items raised and the decisions taken in each meeting. A minutes copy, including a summary of the decisions taken, shall be sent to the board of director’s secretariat within one week after each meeting.
• The Committee Secretary is responsible for systematically filing the minutes and other committee documents.
• In case any audit committee member has the conflict of interest on an issue, they must declare before the meeting, so that the committee takes decision, the necessary action is taken and recorded in the meeting minute.

 

2. Business Risk Committee

Committee Members: Chairman, a Board Member, Chief Operating Officer, Chief Legal Officer, Financial Affairs Director 

Committee Secretary: Planning and Development Director

Committee Objectives

Consistent with strategic goal of incessant support and full compliance with the corporate governance principles, the Business Risk Committee has been set up to identify and evaluate risks posing each section of the company and provide the necessary infrastructure for risk management to secure a higher level of transparency in the company's activities and operations. 

Committee Missions

Identifying and assessing the risks affecting the company’s activities

 

3. Information Technology Committee

Committee Members: Two Board Members, IT Advisor to CEO

Committee Secretary: Information Technology Director 

Committee Missions

• Examining and advising on the company's IT plans and projects to be consistent with macro strategies and the needs of other departments
• Examining and advising on the implementing measures and responding to the development needs of the company in the field of information and communication technology referred to the committee via various channels
• Examining and advising on contracts and agreements, passed by the company's transactions committee
• Reviewing and monitoring the progress of the company's IT plans and projects on a regular basis;
• Examining and advising on innovative and technological ideas and proposals offered in line with the company's value chain;
• Performing other tasks at the request of CEO and board members
• Submitting proposals or any advisory opinion to the board of directors, CEO and the IT department at the discretion of the committee in the field of information technology, especially those falls within the domain of the committee's missions;

 

4. Appointments and Remuneration Committee

Committee Members

The Committee consists of at least three members, the majority of whom are independent and non-executive board members. The head of the committee needs to be a non-executive board member.

Committee Secretary: Administrative Affairs and Human Resource Director

Committee Missions

• Evaluating the qualification of the candidates for the board of directors, consistent with the conditions stipulated in the corporate governance guidelines of the companies listed in the capital market regarding the candidates independency
• Proposing the appointment or dismissal of the CEO and senior managers of the parent company and the board members of the subsidiaries to the board of directors
• Proposing candidates for membership in the committees mandated by the board of directors
• Proposing training courses and programs on taking necessary policies to justify the duties of the Board of Directors for new board members, CEO and senior managers

 

5. Securities Settlement Guarantee Fund Committee

Committee Members

According to the instructions of the Securities Settlement Guarantee Fund, the fund committee consists of three full members as follows:

The CEO or his representative, Board Member representing the BOD, a financial expert representing the members of the clearing-house determined by the Securities and Exchange Brokers Association of Iran (SEBA)

Committee Secretary: Equity Market Settlement Director

Committee Objectives

This committee is the subject of Article 2 of the Istructions of the Securities Settlement Guarantee Fund for transactions taking place in the Tehran Stock Exchange and Iran Fara Bourse. Under this article, the Securities Settlement Guarantee Fund Committee is responsible for leadership and making administrative decisions with regard to the performance of the Settlement Guarantee Fund. This committee convenes meetings to review and take decisions on the minimum resources and the share of the members in the settlement guarantee fund.

Committee Missions:

• Deciding on membership fees of clearing-house members; 
• Updating the resources of the Settlement Guarantee Fund from the membership fees paid by the clearing-house members 
• Determining penalties on settlement defaults and recalling for the payment of the excessive amounts other than membership fees.

Committee Meetings:

The committee meetings convene at the beginning of each quarterly to review available resources and membership fees in Settlement Guarantee Fund. The committee decisions are made with the consent of at least two present members. 

 

6. Committee of Buildings and premises

Committee Members

Two board members along with the financial affairs director and the custodian of the company's facilities

Committee Secretary

Administrative Affairs and Human Resources Director

Committee Objectives

Providing a suitable working environment and placing staff compatible with the company's activities

Committee Missions

Taking care of issues associated to the company's construction programs including repair, maintenance, sale, construction, renovation, etc.

 

7. Committee of Monitoring Guarantees-related Risks

Committee Members

Three main members: a Board Member, Deputy CEO, and Chief Operating Officer 

Observer Committee Members: Commodity Market Settlement Director (to cooperate on commodity market related collaterals/guarantees), and Equity Market Settlement Director (to cooperate on security market related collaterals/guarantees)

Secretary of the Committee: Commodity / Equity Market Settlement Director 

Committee Missions

Determining the amount and mechanism of accepting guarantees for issuing standard parallel Salam contracts, warehouses and suppliers