Corporate Governance

Authority and Duties of Stakeholders

Stakeholders of the company shall jointly and severally protect, preserve and actively exercise the supreme authority of the company in general meetings. They have a duty, Jointly and severally, to exercise that supreme authority to:

Ensure that only competent and reliable persons who can add value to the company are Elected or appointed to the Board of Directors;

Ensure that the Board of Directors is constantly held accountable and responsible for the efficient and effective governance of the company;

Change the composition of a Board of Directors that does not perform to expectation or in accordance with the mandate of the corporation.

Leadership of the Company

The Board of Directors shall exercise leadership, enterprise, integrity and sagacious judgment in directing the company so as to achieve continuing prosperity for the company and shall always act in the best interests of the company.

Role and Functions of the Board

The Board of Directors shall exercise all the powers of the company subject only to the limitations contained in the law and the memorandum and articles of incorporation. In this regard, it is expected that the Board of Directors shall fulfil the following functions:

OPTIMA GLOBAL Exercise leadership, enterprise, integrity and sound judgments in directing the corporation so as to achieve continuing prosperity and to act in the best interest of the enterprise while respecting the principles of transparency and accountability;

OPTIMA GLOBAL Ensure that through a managed and effective process, board appointments are made that provides a mix of proficient directors, each of whom is able to add value and bring independent judgment to bear on the decision-making process;

OPTIMA GLOBAL Determine the corporation’s purpose and values, determine the strategy to achieve its purpose and to implement its values in order to ensure it survives and thrives, and ensure that procedures and practices are in place that protect the corporation’s assets and reputation;

OPTIMA GLOBAL Monitor and evaluate the implementation of strategies, policies, management performance criteria and business plans; OPTIMA GLOBAL Ensure that the corporation complies with all relevant laws, regulations and codes of best business practice;

OPTIMA GLOBAL Ensure that the corporation communicates with shareholders and other stakeholders effectively;

OPTIMA GLOBAL Serve the legitimate interest of the shareholders and the corporation and account to them fully;

OPTIMA GLOBAL Identify the corporation’s internal and external stakeholders and agree on a policy, or policies determining how the corporation should relate to them;

OPTIMA GLOBAL Ensure that no one person or a block of persons has unfettered power and that there is an appropriate balance of power and authority on the board which is, inter alia, usually reflected by separating the roles of the Chief Executive Officer and Chairman, and by having a balance between executive and non-executive directors;

OPTIMA GLOBAL Regularly review processes and procedures to ensure the effectiveness of its internal systems of control, so that it’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times;

OPTIMA GLOBAL Regularly assess its performance and effectiveness as a whole, and that of the individual directors, including the Chief Executive Officer;

OPTIMA GLOBAL Appoint the Chief Executive Officer and at least participate in the appointment of senior management, ensure the motivation and protection of intellectual capital intrinsic to the corporation, ensure that there is adequate training in the corporation for management and employees, and a succession plan for senior management;

OPTIMA GLOBAL Ensure that all technology and systems used in the corporation are adequate to properly run the business and for it to remain effectively competitive;

OPTIMA GLOBAL Identify key risk areas and key performance indicators of the business and monitor these factors;

OPTIMA GLOBAL Ensure annually that the corporation will survive thrive and continue as a viable going concern.

Over the past several years, there has been an increased focus on corporate governance throughout the world, including Africa. Among other regulatory initiatives, the New York Stock Exchange added corporate governance standards to its listing rules. Although, as a regulatory matter, the vast majority of the NYSE corporate governance standards are not directly applicable to Optima as a Ghanaian company, Optima has implemented a number of structures and procedures to comply with the NYSE standards. There are no significant differences between Optima’s corporate governance practices and the NYSE standards applicable to U.S. companies.

The Board of Directors has approved a set of Corporate Governance Guidelines to promote the effective functioning of the Board of Directors and its Committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities. Optima has also adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of Optima. In conjunction with the adoption of the Code, Optima established a toll-free compliance hotline to allow for anonymous reporting of any suspected Code violations, including concerns regarding accounting, internal accounting controls or other auditing matters. A copy of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics, and the mandates of the Board of Directors and each of the Committees of the Board, including the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, is posted on this website and is available in print from the Company to any investor upon request.