To Employees, Shareholders and Customers:
Sound principles of corporate governance are critical to obtaining and retaining the trust of investors, customers, employees, vendors and other stakeholders and to Saratoga Technologies overarching goal of performance with integrity. Our fundamental corporate governance includes the board of directors, the audit committee and the remuneration committee. Saratoga Technologies is a private company and is not mandated to abide by any specific governance regulations; however our values demand good governance. At the core of corporate governance, of course, is the role of the board of directors in overseeing how management serves the long-term interests of stockholders and other stakeholders. An active, informed, independent and involved board is essential for ensuring Saratoga's integrity, transparency and long-term strength.
The Saratoga board has fundamental responsibilities:
- To select, evaluate and compensate the executive Presidents;
- To provide counsel and oversight on the selection, evaluation and compensation of senior management;
- To review, approve and monitor fundamental financial and business strategies and major corporate actions;
- To understand the major risks facing the company and approve steps to mitigate those risks; and
- To ensure structures and processes are in place to protect and advance the company's integrity and reputation -- the accuracy and completeness of its financial statements; its compliance with legal and ethical requirements; the quality of its relationships with employees, customers, suppliers and its other stakeholders.
To discharge such responsibilities, Saratoga Technologies has board members with broad experience and independent judgment. All our board members, whether executive directors or non-executive directors, have experience, judgment and are persons of good reputation and integrity who have never failed to speak their minds. Saratoga Technologies has regular board meetings chaired by the non-executive Chairman of the group. Saratoga has an audit committee which consists of the company's Chief Financial Officer and at least one non-executive director. This committee ensures that the financial records are accurate and reports at least once annually to the main board.
Finally, the Remuneration Committee consists of the non-executive chairman, one additional non-executive director and by invitation the two company Presidents. All remuneration decisions are approved by this committee including all policies and bonus decisions. Our approach is for directors to probe with hard questions which stretch management so that, within a context of mutual respect, board meetings deal in depth with the core issues that Saratoga confronts. By the same token all directors are expected to have even greater involvement and participation in Saratoga, in understanding the company and advising the management team. Directors need to be our most constructive critics and our wisest counselors.
I take this opportunity to thank those individuals who are involved with the Saratoga board, we value your commitment and your wisdom!