Corporate Governance
The directors and senior management of ABLON consist of real estate and financial professionals who combine local market knowledge and international experience. The Group also benefits from an experienced middle management team, many of whom have been with the Group for several years and have acquired considerable experience in the markets where the Group operates.
The Group has local management teams operating in Hungary, the Czech Republic, Poland and Romania. The multi-tier managerial and operational structure enables the Group to evaluate investment opportunities, supervise developments and actively manage the Group’s portfolio more successfully than new entrants into these markets.
The Board of Directors (the Board) places great emphasis on sound corporate governance. Since the Company is incorporated in Guernsey, it is not subject to the otherwise compulsory corporate governance rules. Nonetheless, the Board recognises that it is in the Company’s best interests to comply with the general principles of corporate governance which ensure high standards of corporate governance appropriate for a company of its size.
According to the recommendations of the UK Corporate Governance Code (the Code), “the board of directors of every UK public company should include an appropriate combination of executive and non-executive directors (and, in particular, independent non-executive directors) such that no individual or small group of individuals can dominate the board's decision taking". In addition, the Code recommends that "at least half the board, excluding the chairman, should comprise non-executive dirctors determined by the board to be independent", and that "the board should appoint one of the independent non-executive directors to be the senior independent director".
The Company has four Directors, two of whom (including the Chairman) the Board considers to be independent. As a result, the Directors consider that there is a satisfactory combination of decision-taking power on the Board in line with the Code. The Company has not nominated a senior independent director.
The Company has put in place procedures to comply with the internal control provisions of the Code. The Board is convinced that the Company will be in compliance with these requirements to the extent applicable at the time of admission to trading.
In addition, the Company has adopted a rule, effective as of the admission to trading, regarding the sale of shares with respect to the Board and certain employees, which is in compliance with the rules pertaining to companies whose shares are admitted to trading on the Alternative Investment Market (AIM), with particular respect to Rule 21 of the AIM Rules. The Company will of course take all reasonable steps to ensure that the members of the Board and all the employees concerned comply with this rule.
The Board has established an Audit Committee and a Remuneration Committee.
Board of Directors
Michael Alexander Borrelli
Mr. Borrelli was appointed as Chairman of the Board on 2 July 2010. Born in 1956, he initially studied medicine and then qualified as a chartered accountant with Deloitte, Haskins & Sells, London in 1982. He has subsequently been active within the investment banking sector and has acted on a wide variety of corporate transactions in a senior role for over 20 years, including flotations, takeovers, mergers and acquisitions for private and quoted companies on the Official List, AIM and PLUS. He is currently a non-executive director of AIM quoted Strategic Minerals plc and AIM quoted Brady Exploration plc.
Uri Heller
Born in 1948, Mr. Heller founded the ABLON Group in 1993 and has served as Chief Executive Officer since 1994. He was appointed as a Director on 16 October 2006. Prior to joining the Group, Mr. Heller was managing director for Orlano Ltd (formerly Dan Li Investments Ltd.) an investment company. From 1990 to 1994, Mr. Heller was the General Manager of the Danel Group, a residential real estate development company in Israel. Mr. Heller has spent more than 15 years developing his expertise in property investment and property development in Central and Eastern Europe, specialising in Hungary and the Czech Republic. Mr. Heller studied engineering in Israel and is a member of the Israeli Engineering Association.
Adrienn Lovro
Born in 1970, Ms. Lovro has an extensive experience in the real estate industry, having worked in property development since 1993. Ms. Lovro joined the ABLON Group in 1996 and has been the Chief Executive Officer of the Hungarian operation since then. In addition, since 2007, Ms. Lovro has been Country Manager for Hungary and Deputy Chief Executive Officer of the ABLON Group Limited. In her role, she is fully responsible for the Hungarian property portfolio of the Group. Ms. Lovro graduated from Corvinus University Budapest (Budapest University of Economic Sciences) in 1993 with a BA in Finance.
Mordechai Bignitz
Born in 1951, Mr. Bignitz was appointed as Non-Executive Director of the Board on 27 August 2010.
Mr. Bignitz is Head of Investment Banking at Shrem Fudim Group Ltd. (SFG), an Israeli private banking house traded on the Tel-Aviv Stock Exchange. Mr. Bignitz has over 20 years experience in investment management. Prior to joining SFG, Mr. Bignitz served as Managing Director of Dovrat, Shrem & Co. Trading Ltd., Vice President of Clal Retail Chains (a subsidiary of the Clal Group) and Vice President & C.F.O of Clal Real Estate Ltd. Mr. Bignitz is a CPA, holds a BA in Accounting and Economics from Tel-Aviv University and completed the Executive Program in Management and Strategy in Retail at Babson College in Boston.
Audit committee
The Chairman of the Audit Committee is Mr. Bignitz. The other members are Mr. Williams (resigned on 24 January, 2012) and Mr. Borrelli. Executive Directors may not serve on the Committee. Members of the Committee may not have any contacts with the Company´s external auditors and must be independent from the Company´s management. The Audit Committee meets at least three times a year, and it meets at least once a year with the external auditors without the presence of any Executive Director.
The Audit Committee is responsible for making recommendations to the Board on the appointment and remuneration of the external auditors. The Committee evaluates the work and reports of the external auditors as well as the contents, nature and results thereof, and any non-audit services provided by the external auditors, and reserves the right to approve such documents. It receives and evaluates reports from the management and the internal auditors relating to the Company´s annual report and accounts. The Committee pays particular attention to compliance with legal requirements, accounting standards and the AIM Rules, ensuring the effective operation of internal financial and non-financial systems while maintaining the appropriate level of controls. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.
Remuneration Committee
The Chairman of the Remuneration Committee is Mr. Williams (resigned on 24 January, 2012.). The other members are Mr. Bignitz and Mr. Borrelli. Executive Directors may not serve on the Committee. Members of the Committee must be independent from the Company´s management. The Committee, which meets at least once a year, has the responsibility to make recommendations to the Board on the Company´s remuneration policy for senior executives and evaluate the performance of Executive Directors and senior managers. In addition, the Committee determines, within its stipulated scope of competence, the individual remuneration packages for each Executive Director and senior manager, including retirement eligibility, the amount of other compensations as well as executive incentive schemes. The Board also charges the Remuneration Committee with the supervision of the long-term incentive plan, when adopted. With respect to the remuneration of Non-Executive Directors, the Board as a whole has the right to make decisions. Pursuant to the rules pertaining to the Committee, individual Directors may not participate in discussions relating to their own remuneration or terms of employment.
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