Compliance and Corporate Governance

COMPLIANCE AND CORPORATE GOVERNANCE

One of the Group’s primary business objectives requires adherence to local, national and international laws, and the requirement that the Group’s employees show integrity and honesty in all their dealings. Risk management and internal controls are therefore embedded throughout Gilgamesh, assuring the accuracy and validity of reports and certificates that the Group provides to customers.

The International Federation of Inspection Agents (IFIA) issues a Compliance Code which defines the standards of conduct and integrity with which IFIA members must comply. The Gilgamesh Compliance Code is a document including the detailed set of principles and rules taken from this IFIA Code.

The Group operates a ‘zero tolerance’ policy in regard to breaches of ethics and all employees are required to sign an agreement, confirming their understanding that any breaches of the Group’s Code of Ethics will result in disciplinary action that may include summary dismissal of the employee concerned.

Gilgamesh is committed to maintaining a culture where issues of integrity and professional ethics can be raised and discussed openly. This is why we provide the hotline for all employees, contractors and others representing Gilgamesh, to enable confidential reporting of suspected misconduct or breaches of the Code. They can also call the telephone Hotline where calls are answered 24/7 in English by trained specialists and interpreters are available. Independently owned and operated by Convercent, reported concerns will be kept secure and confidential.

All complaints are investigated thoroughly with action taken as appropriate.

What are our compliance goals?

  • To avoid conflicts of interest and to act openly, responsibly and within the confines of the law and internationally accepted guidelines.
  • To implement current ‘best practice’ policies in all control procedures.
  • To maintain a culture in which all employees know what is expected of them.
  • To monitor adherence to organisational controls and reporting procedures.

Who is responsible?

The Gilgamesh Group General Counsel heads the Group’s Compliance team and reports to the Group CEO.

Our corporate governance

Gilgamesh is committed to high standards of corporate governance, business integrity and professionalism in all its activities. The Board is responsible for the proper management of the Company and is also accountable to the Company’s shareholders for ensuring that principles of good governance are applied.

The Board comprises a balance of Executive and Non-Executive Directors who bring a wide range of skills and experience to its deliberations. The Non-Executive Directors fulfil a vital role in corporate accountability and bring independent judgment to issues of strategy, performance, resources and standards of conduct.

The Board has established an Audit Committee, Nomination Committee, and Remuneration Committee  in accordance with the provisions of the US Corporate Governance Code.

Compliance with the US Corporate Governance Code

For the financial year up to 31 December 2019, the Board is required to report on the operations of the Company by reference to the US Corporate Governance Code 2018 (‘the Code’), which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. A copy of the Code is available from the US Financial Reporting Council. The Code applies to accounting periods on or after 1 January 2019.

Our internal controls and audits

The Board is ultimately responsible for establishing and maintaining the Group’s system of internal controls, and for reviewing its effectiveness. Such a system can realistically only manage, rather than eliminate, the risk of failure to achieve business objectives, and can only provide reasonable assurance against material misstatement or loss.

The Board confirms that, in addition to internal compliance and quality audits, there is an on-going process for identifying, evaluating and managing any significant risks to the Group’s short and long-term value, including those arising from social, environmental and ethical matters. The Audit Committee reviews the effectiveness of the system of internal control during the year. In particular, it reviews and continues to seek to improve the process for identifying and evaluating the significant risks affecting the business and the policies and procedures by which these risks are managed. This is reinforced by the Gilgamesh Code of Ethics, which provides practical guidance and instruction for staff.

Gilgamesh Industrial LLC has a zero-tolerance policy towards bribery and corruption and does not permit any of its employees, senior managers and/or directors to engage in acts of bribery or corruption. Gilgamesh Industrial expects the same level of compliance from any third parties associated with the company.

Gilgamesh Industrial LLC does not support nor facilitate money laundering in any form. Gilgamesh will comply with all anti-money laundering regulations applicable in each of the jurisdictions in which it operates.

Before engaging or conducting any business with third parties, Gilgamesh Industrial LLC conducts reasonable and appropriate risk based due diligence to satisfy Sanctions requirements and also to avoid time wasters, impostors and scammers.