Celero Corporate Governance
At Celero, strong corporate governance is essential to how we lead, make decisions, and build long-term value. Our governance framework ensures that our Board, leadership teams, and committees act with integrity, transparency and accountability across all levels of the organisation.
A key part of this framework is the Corporate Governance, Nomination & Remuneration Committee, which oversees governance best practices, Board composition, leadership succession, and fair remuneration across the group.
Purpose of the Committee
The Committee supports the Board by ensuring that:
- Celero follows recognised corporate governance standards
- The Board and leadership have the right mix of skills, experience and independence
- Processes for appointing directors and executives are fair and transparent
- Remuneration practices are responsible, competitive and aligned with Celero’s long-term strategy
- Governance information is disclosed clearly and accurately to stakeholders
How the Committee Works
The Committee is composed mainly of non-executive directors, ensuring independent judgement and oversight. It meets at least twice a year, reports directly to the Board, and engages external advisors when needed.
It is responsible for:
- Preparing meeting agendas
- Reporting on its activities
- Ensuring proper documentation and transparent decision-making
Key Responsibilities
1. Corporate Governance Oversight
The Committee ensures Celero’s governance practices align with the national Code of Corporate Governance, and that all required disclosures are properly included in annual reports and on the company website.
It advises the Board on policies, guidelines, and improvements to strengthen governance across the organisation.
2. Board Nomination & Leadership Planning
The Committee ensures a strong leadership pipeline by:
- Recommending the appointment of new directors
- Ensuring nominees are fit, proper, independent and free from conflicts
- Maintaining the right balance of competencies, experience, and diversity on the Board
- Leading director performance evaluations every 2–3 years
- Overseeing succession planning for directors and senior executives
- Ensuring new directors receive proper induction and training
3. Remuneration & Executive Compensation
The Committee oversees a fair and responsible remuneration framework, including:
- Reviewing directors’ fees and senior management pay
- Recommending bonus structures, incentives and performance-linked rewards
- Ensuring pay practices support long-term value creation and responsible risk-taking
- Benchmarking compensation against similar companies
- Monitoring pensions, benefits, and any share-based plans
Commitment to Transparency & Accountability
The Committee Chair reports to the Board after every meeting and attends shareholder meetings to address governance-related questions.
The Committee also undergoes regular reviews of its own effectiveness and updates its Charter every three years to ensure alignment with evolving governance expectations.
Celero’s Governance Promise
We believe that transparent leadership, ethical oversight, and fair decision-making are fundamental to the trust our customers, partners and employees place in us.
Our corporate governance framework ensures that Celero continues to grow responsibly, sustainably, and in the best interest of all stakeholders.