CONTROL ENVIRONMENT AND STRUCTURE
The following sets out the control environment and its key elements within Digi, which have been in place throughout the Įnancial year, and up to the date of the Directors’ Report:
a) OrganisaƟon Structure
There is a deĮned organisaƟonal structure within Digi, with clear lines of responsibility, authority and accountability, to ensure that Management acts in the best interests of shareholders.
The appointment of new Chief OperaƟng Oĸcer (“COO”), Chief MarkeƟng Oĸcer (“CMO”), and Chief Sales Oĸcer (“CSO”) took eīect from 1st January 2014, to drive the stronger cohesion
and business focus to improve market readiness, customer responsiveness and accelerate future growth. A new Chief Corporate Aīairs Oĸcer (“CCAO”) and Chief ExecuƟve Oĸcer (“CEO”)
was appointed in January 2014 and August 2014 respecƟvely.
b) Board and Management CommiƩees
Board CommiƩees have been set up to assist the Board to perform its oversight funcƟon, namely the Audit & Risk CommiƩee, the NominaƟon CommiƩee, and the RemuneraƟon CommiƩee.
These Board CommiƩees have been delegated speciĮc responsibiliƟes of which, are all governed by clearly deĮned terms of reference. The roles and responsibiliƟes of the Audit & Risk CommiƩee
are detailed in the Audit & Risk CommiƩee Report on pages 64 to 66, whilst those of the other two commiƩees are detailed in the Statement on Corporate Governance on pages 43 to 49.
The various Management CommiƩees comprising key DMT members have been established to oversee the areas of business operaƟons assigned to them under their respecƟve documented
mandates. The CommiƩees are:
•
DMT meeƟngs idenƟfy, discuss, approve and resolve strategic, operaƟonal, Įnancial and key management issues pertaining to Digi’s day-to-day business.
•
The Investment CommiƩee governs the approval process regarding material capital investments and operaƟng expenditure for Digi.
•
The Commercial Forum governs the decision-making process for commercial issues, and is managed by MarkeƟng.
•
Regulatory Steering CommiƩee sets direcƟon and makes decisions with regards to regulatory and industry maƩers that have a strategic impact to Digi.
•
Risk and Control Forum idenƟĮes risks through the various governance and risk and control funcƟons in Digi, and ensure that the reported operaƟon risks and/or controls, and key
compliance maƩers are remediated by management.
c) Assignment of Authority
The DelegaƟon Authority Matrix (“DAM”) describes the system of delegaƟon of authority for Digi. The main objecƟve of the DAM is to ensure eĸcient use of Digi’s resources in accordance
with overall strategies and operaƟonal plans and to safeguard the Group’s assets. The DAM also sets out the maƩers reserved for the Board’s decision and the delegaƟon of authority to
Management to make commitments on behalf of Digi.
Digi has adopted a set of values to act as a framework for its employees to exercise judgment and make decisions on a consistent basis. Digi pracƟces segregaƟon of duƟes to ensure that
conŇicƟng tasks are apporƟoned between diīerent employees, to reduce the scope for error and fraud.
d) Code of Conduct
The Code of Conduct is a vital and integral part of Digi’s governance regime that deĮnes the core principles and ethical standards in conducƟng business and engagements with all key
stakeholders, and compliance with the law and regulaƟons. The Code of Conduct applies to the members of the Board, employees and those acƟng on behalf of the Group. All employees are
required to sign and conĮrm that they have read, understood and will adhere to the Code of Conduct. CommunicaƟon channels are established through which concerns on non-adherence to
the Code of Conduct can be safely reported under the “Whistle-blowing” policy. More informaƟon on the Code and the “Whistle-blowing” policy are set out in the Statement on Corporate
Governance on page 39.
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