Corporate governance of PARALLAX
This corporate governance statement describes key aspects of Parallax's corporate governance framework. The Board of Directors, consisting of founding shareholders Christophe Kourdouly, Mehdi Radi, Pierre Notton, Thomas Faure Romanelli, Vincent Rajoo, Jean Marc Dufat and Georges Aroles, is committed to the highest standards of corporate governance and believes that good governance plays a major role in the success of Parallax.
This corporate governance statement reflects the corporate governance and other related policies and practices in effect for PARALLAX as of January 1, 2021 and has been approved by the Board of Directors of PARALLAX. Information on the governance framework, policies and charters referred to in this statement can be found on PARALLAX's website at https://Parallax.fi.
Establish a solid foundation for management and control .
The Board of Directors is accountable to the shareholders for the long-term performance of PARALLAX and for overseeing the implementation of the highest standards of corporate governance with respect to the operations of PARALLAX.
To assist the Board in fulfilling its responsibilities, PARALLAX has adopted a governance framework that provides for the delegation of functions to the Board Committees and to the Executive Management (led by Christophe Kourdouly, Jean Marc Dufat and Thomas Faure Romanelli ). Although ultimate responsibility lies with the Board of Directors, the framework ensures that functions are performed by the most appropriate person or group and that a hierarchical system of responsibility and accountability exists throughout the PARALLAX.
The Board of Directors operates under a formal charter that defines its role and responsibilities and is available on the PARALLAX website.
In summary, the Board of Directors is responsible for :
- Strategy - approving, directing, monitoring and evaluating PARALLAX's performance against strategic and business plans as well as approving and monitoring the management of capital assets, including major capital expenditures, acquisitions and divestitures.
- Information and Disclosure - approving and monitoring financial and other disclosure requirements, including the disclosure of information to shareholders and other stakeholders and establishing procedures to ensure compliance with PARALLAX's continuous disclosure obligations.
- Management and Performance - evaluating the performance of the Executive Board, approving criteria for evaluating and monitoring the performance of senior management and undertaking an annual review of the performance of the Executive Board's effectiveness.
- Corporate Governance - establishing and monitoring PARALLAX's compliance with corporate governance standards and encouraging ethical behavior.
The Executive Board has adopted a policy establishing a performance evaluation process for the Executive Board. This policy provides that the performance of each director will be reviewed annually. The policy also sets out the questions that will be considered relevant to the evaluation of their performance.
In addition, as part of this review, the Chairman of the Management Board may decide to meet with the Management Board as a whole and each director individually to discuss the effectiveness of the Management Board and each management body.
Performance evaluations of all members of the Board of Directors were conducted during the year in accordance with this process.
The Chief Executive Officer reports directly to the Board, through the Chairman, on all matters relating to the proper functioning of the Executive Board. All Directors have access to the Company's Chief Executive Officer, who advises the Executive Board on corporate governance issues, monitors compliance with Board policies and procedures and engages professional advisors at the request of the Executive Board.
Delegation, Management Review and Evaluation
The Board of Directors has delegated the day-to-day management of the business of PARALLAX to the Chief Executive Officer and management. The Managing Director and management report regularly to the Board to enable the directors to carry out their duties. The performance of management and key personnel is reviewed on a regular basis.
In order to ensure appropriate supervision of the management team, PARALLAX has adopted a series of mechanisms that reinforce the accountability of the management team for the functions delegated to it and ensures that their performance is evaluated accordingly. The Board is responsible for establishing the key goals, objectives and personal development programs of the Chief Executive Officer for the coming year, and for assessing and measuring performance against those goals, objectives and programs.
The President reviews the performance of all members of senior management reporting to the Board through a formal review throughout the year as required. As part of the evaluation process, the CEO considers internal feedback, the individual's performance against required standards and actively monitors the individual's contribution to all aspects of PARALLAX's performance and culture.
A comprehensive executive performance evaluation process is also conducted annually. The results of these reviews are used by the Nominating and Compensation Committee to determine future compensation.
Performance reviews of all senior executives will be conducted during the reporting period in accordance with this process.
Structure and membership of the Executive Board
The Board of Directors of PARALLAX is made up of 7 members, including Mr. Christophe Kourdouly as Chairman, Mr. Thomas Faure Romanelli as Chief Financial Officer, Mr. Jean Marc Dufat as Joint CEO, Mr. VP in charge of Communication, Mr Vincent Rajoo as Chief operating officer in the blockchain wealth management and Mr. Mehdi Radi as Chief technical officer; the Board is balanced and each director brings to PARALLAX a range of complementary skills. Further details regarding the relevant skills, experience, mandate and expertise of each director are presented in the Director's Report.
The directors believe that the Board of Directors is appropriately structured given the in-depth knowledge of each of the directors of PARALLAX and its business divisions and their extensive experience and expertise in the finance and technology sector and other industries relevant to PARALLAX's business.
The Executive Board will continually assess the independence of the directors appointed to the Executive Board, the interests they have disclosed and any other factors that the Executive Board deems appropriate to take into account.
In order to assist Directors in discharging their responsibilities, each Director has the right (with the prior approval of the Chairman) to seek independent professional advice regarding such responsibilities at PARALLAX's expense.
When a new director is appointed, he or she must undertake an induction program that includes information on PARALLAX's strategies, objectives and values as well as on PARALLAX's governance framework and business operations, and meetings with key members of management. In addition, all directors have permanent access to information relating to the activities of PARALLAX and members of the Executive Management through presentations to the Board, strategic discussions and site visits.
Directors who are proficient in their field are elected to be responsible for their evaluation committee.
CEO Mr. Christophe Kourdouly is appointed for the year 2021.
CFO Mr. Thomas Faure Romanelli is appointed for the year 2021.
Crypto-Investor Relations Mr. Pierre Notton is appointed for the year 2021.
IT, R&D, New Applications Mr Mehdi Radi is appointed for the year 2021, he will be assisted by Mr Vincent Rajoo.
Soccer Section Mr Christophe Kourdouly is appointed for the year 2021, he will be assisted by Mr José Fazenda for Parallax.
Real Estate Europe Section Mr Pierre Notton is appointed for the year 2021.
UK and North America Real Estate Section Mr Thomas Faure Romanelli is appointed for the year 2021.
Section Promotion communication new uses Mr Mehdi Radi is appointed for the year 2021,
Audit, Social, Compliance and Administration, Mr Jean Marc Dufat is appointed for the year 2021.
Intl Financial Communication Mr Christophe Kourdouly is appointed for the year 2021.
IPO and ITO Board Mr Christophe Kourdouly is appointed for the year 2021.
Hedge Fund Advisory Mr Thomas Romanelli is appointed for the year 2021.
Aicube and Airindex Management Mr Vincent Rajoo is appointed for the years 2021 and 2022
Trust Management Mantera, Mr Jean Marc Dufat is appointed for the year 2021.
Some departments are regulated and the appointment of a market manager is also approved according to regulatory constraints.
Appointment and re-election of directors
When appointing new Directors, the Executive Board will ensure that an appropriate balance is maintained between skills, experience, expertise and diversity. All recommendations are presented to the full Board.
When selecting, appointing and re-electing directors, the Executive Board implements PARALLAX's policy of maintaining a Board of Directors composed of a mix of skills, experience and diversity of profiles adapted to PARALLAX's current and future situation. External consultants will be engaged to assist in the selection process, as required, and each Board member will have the opportunity to meet with the designated director. The Board will evaluate candidates against a set of criteria developed for the position and in doing so will consider their background, experience, personal qualities and professional skills. Directors receive formal letters of appointment setting out the key terms and expectations for their appointment. Directors are re-elected in accordance with the articles of PARALLAX.
Key Skills Matrix
Expansion and diversification of consulting activities in the finance and investment sector
Organic growth of new and existing customers
Development of strategic assets
- Strategic asset and infrastructure development
- Investment management
- Operations management
- Financial Engineering
- Data Mining
- Infrastructure and asset development
- Construction, real estate development
- Government, Regulation, Advice and Policy
- Other areas - Experience as a Managing Director
- Finance and Capital Markets
- Accounting, finance and auditing
- Legal and Regulatory Compliance - Corporate Governance - Human Resources
Term of office
Directors appointed to fill casual vacancies during any reporting period shall stand for election at the next general meeting of members.
All Directors, with the exception of the Managing Director, are required to be re-elected by the members at least once a year. The Executive Board takes into account the recommendations of any relevant performance evaluation and the combination of skills, experience and expertise represented on the Board at that time.
Promote ethical and responsible decision-making
Code of Conduct and Ethics
Thanks to the image of the founders, the quality of the operations carried out and the existing partners in the Parallax environment, the members of the Executive Board are committed to conducting their activities in accordance with the highest ethical standards. All officers, consultants and employees are required to act with integrity and objectivity, striving at all times to enhance the reputation and performance of PARALLAX. Accordingly, PARALLAX has established policies to maintain confidence in the integrity of PARALLAX and to encourage compliance with legal obligations and stakeholder expectations.
PARALLAX's code of conduct and ethics sets out the obligations in terms of loyalty, insider trading, equal opportunity, privacy and confidentiality, health and safety, environment, gifts and favors, conflicts of interest, expenses and claims, use of corporate assets. Any failure to comply with these rules and regardless of the status of the person concerned, the Executive Board will take penalizing measures within a very short period of time.
PARALLAX recognizes the value of attracting and retaining employees with different knowledge, skills and experience and is committed to creating a fair and flexible work environment that promotes personal and professional growth and benefits from the capabilities of its diverse workforce.
PARALLAX considers that a talented and international workforce in the IT field is a key factor of competitiveness and the success of PARALLAX is a reflection of the quality and skills of its employees. PARALLAX is committed to ensuring equal employment opportunities and to fostering an environment that attracts, welcomes and retains a diverse and talented workforce, and to treating people fairly with respect, dignity and equity. The new uses of telework do not alter these terms and conditions. The need for highly skilled positions does not require increased monitoring of working hours; only the completion of assignments will validate the quality of employees.
Diversity recognizes and values the contribution of people with different abilities, experiences and perspectives.
Diversity encompasses gender, age, ethnicity, religion and cultural background.
PARALLAX is committed to :
- Attract and retain qualified employees, senior managers and board members from a vast pool of talent worldwide; the majority of employees are not employed by PARALLAX but will be subcontracted with invoicing.
- Eliminate artificial, unfair and inappropriate barriers to participation in the workplace and on the Board of Directors and facilitate equal employment opportunities based on merit, performance and potential ;
- take action against inappropriate behaviour in the workplace, including discrimination and harassment ;
- provide opportunities for flexibility in the workplace to meet operational requirements; and
- Create an inclusive corporate culture, recognize that people are different and value those differences.
PARALLAX's policy also requires that all PARALLAX positions be filled on the basis of merit. This means that candidates for positions for which a formal recruitment process is undertaken will be evaluated on the basis of the skills they possess in relation to the requirements of the position. Merit-based selection ensures that all candidates have the opportunity to demonstrate their competencies for the position being offered.
Administrator access to employees
Full access. Directors have full access to the Company's employees. Meetings or contacts that a Director wishes to undertake are arranged through the General Manager. Directors will use their best judgment to ensure that such contacts do not disrupt the business of the Corporation and do not improperly disclose confidential or sensitive information in the Corporation's possession and will inform, to the extent appropriate, the General Manager of any communication between a Director and an employee of the Corporation. Attendance of Non-Directors at Board Meetings. The Board is pleased to have appropriate representatives of the Corporation's senior management present at each meeting of the Board on a regular basis, as determined from time to time, subject to the right of the Board, in all cases, to meet in camera or with a smaller number of management representatives. If the Chief Executive Officer wishes to have other members of the Corporation's staff attend on a regular basis, such suggestion should be submitted to the Board for its consideration.
The proportion of women in society at the moment is 5%. The Executive Board ensures that there are no barriers for women in operational positions, senior management or positions on the Executive Board.
Conflicts of interest
All directors are required to disclose any actual or potential conflict of interest at the time of their appointment and are required to keep this information up to date.
Directors who are in a conflict of interest with respect to a particular item on the Board's agenda must absent themselves from the Board meeting prior to the commencement of the discussion on that item. When the company is regulated, conflicts of interest in the financial sector are severely penalized by the regulator, and the negative impacts can be disastrous for the company, which is why the Executive Board will pay close attention to activities carried out by employees or members of the Executive Board in other companies.
Transactions in PARALLAX securities
The Executive Board has adopted a policy on trading in crypto assets or securities that provides guidance to directors and employees regarding the trading of crypto assets in which PARALLAX is involved. All directors, officers and employees are prohibited from trading in crypto assets advised by PARALLAX, related financial products and derivative instruments if they have price-sensitive information that is not generally available, with the exception of Mrs. Faure Romanelli, Notton and Kourdouly, Director in charge of financial markets, who is responsible for buying and selling shares, if malicious transactions are made, to support the price.
PARALLAX also provides informal information sessions on the policy to directors, senior management and relevant employees of PARALLAX as part of its ongoing employee training initiatives. A copy of the policy is available on the PARALLAX website.
Preserve the integrity of financial information
The Board has an Audit and Risk Management Committee whose mandate and procedures govern its responsibilities and membership requirements.
The Audit and Risk Management Committee assists the Board of Directors in fulfilling its statutory responsibilities for financial reporting, risk management and internal control.
All Audit and Risk Management Committee documents are made available to the external auditor, are invited to attend all committee meetings and are made available to committee members at all times. The external auditor also attends the annual general meeting to answer questions from shareholders.
As PARALLAX's external auditor, is required to confirm its independence and compliance with certain independence standards every six months.
Recognize and manage risks
Monitoring and management of significant business risks
The Board of Directors is responsible for overseeing PARALLAX's risk management and control framework. The Audit and Risk Management Committee and the IT/R&D Committee assist the Board of Directors in fulfilling its responsibilities in this regard by reviewing and monitoring the financial and reporting aspects of PARALLAX's risk management and control framework at least annually to ensure that the framework remains robust. A copy of the risk management policy is available on the PARALLAX website.
As required by the Board of Directors, management has put in place a strategic framework designed to ensure that PARALLAX's significant business risks are identified and that adequate controls are in place and operating effectively, and to enable management to report to the Board on the effective management of these risks. This framework incorporates the maintenance of comprehensive policies, procedures and guidelines that cover PARALLAX's various investment activities, including establishing financial controls, conducting audits of companies wishing to use tokenization services, monitoring investments and acquisitions, and ensuring high standards in communications and external affairs.
Insurance and remuneration Key employees
The Executive Board has appointed the key men and will take the necessary measures to ensure the key staff. The key staff at the end of the year 2020 are Mehdi Radi the technical director and network architect, Vincent Rajoo the Aircube architect.
Remuneration policies applicable to senior executives
The Executive Board may also review the policies applicable to the general review of staff salaries and make recommendations in this respect. One of the requirements of the Executive Board is to ensure that compensation levels are set competitively in order to attract and retain suitably qualified and experienced directors and executive officers.
PARALLAX's compensation framework is designed to support the company's strategies, objectives and future direction by attracting and retaining top-level individuals. The level and composition of executive compensation is determined by reference to the market using survey data and may include data from external professional compensation consultants.
PARALLAX will establish a long-term incentive plan for executive officers pursuant to which participating executive officers will be granted rights linked to the performance of tokens that will vest over a period of three to five years based on the achievement of certain performance conditions, with the underlying value of the PARALLAX tokens being the health of the business with its valuation.