Investors

SunTerra is committed to creating value for all its Stakeholders. Please use this section to find useful information about how governance is implemented at SunTerra and providing value to its Shareholders.

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Governance

We transparently provide the market with information about our corporate governance system.
 
SunTerra's corporate governance rules constitute an essential instrument to ensure efficient and successful management with reliable control tools monitoring the activities carried out by the company, aiming at the creation of value for shareholders.

  
SunTerra's rules, which are set forth in compliance with Barbados laws and regulations, are inspired by the principles of transparency and fairness. Furthermore, such rules are in line with the recommendations contained in the PSOJ Corporate Governance Code 2016 and with international best practices.

  
SunTerra provides to the public a detailed report on its set of corporate governance rules on a yearly basis, published jointly with the annual financial statements.

  
According to SunTerra's model, Shareholders Meeting have the responsibility of approving the most relevant decisions concerning the company, such as, approving the annual financial statements, allocating net income and dividends.

  
Board of Directors
 
The Board of Directors is entrusted with the management of the Company and carries out all the activities necessary to achieve the corporate purpose. In accordance with the Barbados or the Local Civil Code, the Board of Directors delegates part of its managing powers to the Executive Team and appoints an External Auditor. While both the Executive Team and the Chair may act on behalf of the Company, their roles are clearly separated.

  
Our Executive Team is responsible, among other things, for supervising the Company's compliance with the law and bylaws, in all the countries we operate in, as well as the observance of correct management principles in the carrying out of the Company's activities.

 

Further to its purpose, the Board assumes the following areas of responsibility, some of which are initially reviewed and recommended by the applicable subcommittee of the Board:

 

1. Strategy and Budget

2. Governance

3. Board and Committee Members

4. Executive Officers and Compensation and Benefit Policies

5. Risk Management, Capital Management and Internal Controls

6. Financial Reporting, Auditors and Transactions

7. Legal Requirements and Dialogue with Stakeholders

 

 

Audit Committee

 

The Audit Committee regularly reports to the Board addressing such matters as the quality and integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and the performance of the external and internal auditors. Directors’ fees are the only compensation that an Audit Committee member may receive from the Company.

 

The Audit Committee is appointed by the Board of Directors of SunTerra Energy Limited to oversee:

1. the integrity of the financial statements, financial reporting processes and systems of internal accounting and financial controls of the Company,

2. the compliance by the Company with legal and regulatory requirements,

3. the Internal Controls and Risk Management System (ICRMS) ensuring that the proper controls are in place,

4. the qualifications and independence of the Company’s External Auditor, and

5. the performance of the Company’s Internal and External Auditors.

 

Governance and HR Committee

 

The Governance and HR Committee shall serve in the role of compensation, human resources and nominating committee as well as examining corporate governance practices within the Corporation (including Board practices and performance as well as that of its Committees).

 

The Governance and HR Committee is appointed by the Board of Directors of SunTerra Energy Limited to oversee:

1. reviewing the corporate governance practices of the Corporation in the context of its global business and affairs,

2. advise the Board on the competencies and skills the Board as a whole, and individual Directors should possess in the context of the Corporation’s global business and affairs,

3. to establish the Corporation’s approach to executive compensation,

4. to review annually Human Resources key performance indicators, and

5. to review annually health and safety indicators.

External Auditors
 
The external audit of the accounts is entrusted to a specialized auditing firm, which is appointed, after the Board of Directors has approved them. The external audit of SunTerra's financial statements and the Group's consolidated financial statements is entrusted to PwC. The assignment was awarded to such firm by the Board Meeting of November 20, 2021, upon proposal of the Executive team, for the fiscal years from 2021 until 2028.
 
The Auditors are responsible for ensuring compliance with the law and the Company bylaws, and the application of correct management principles in the conduct of business; reviewing the accuracy of the financial information process and the adequacy of the Company's organizational structure, internal audit system, and administrative-accounting system, as well as the reliability of the latter to properly present the facts of the Company's management; supervising the audit of the annual financial statements and of the consolidated financial statements; supervising the procedures for implementing the corporate governance rules provided for by the PSOJ Corporate Governance Code, to which the Company is committed to; supervising the effectiveness of the instructions given by the Company to its subsidiaries to ensure proper compliance with the reporting obligations provided for by the law.
 
Shareholders’ Meetings
 
November 20, 2021
All information regarding the ordinary Shareholders’ Meeting that was convened, on single call, on November 20, 2021, at 3:00 pm, in Kingston, Jamaica.  
 
Controls
 
The system of controls operating within SunTerra includes the set of instruments aimed at ensuring compliance with laws, regulations, the bylaws, and internal procedures.
 
Internal Control and Risk Management System
 
The Internal Control and Risk Management System (ICRMS) consists of the set of rules, procedures, and organizational entities aimed at allowing the main corporate risks within the Group to be identified, measured, managed, and monitored. The ICRMS is monitored by the Audit Committee for compliance. The Audit Committee will:

 

• Discuss the Company’s policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

 

• Ensure that appropriate risk assessments are completed at all levels of the group and that the appropriate risk mitigation strategies and measures are put in place.

 

  
The ICRMS, in particular, helps to ensure the safeguarding of assets, the efficiency and effectiveness of business processes, the reliability of financial reporting, and compliance with laws and regulations, bylaws and internal procedures.

  
Therefore, the ICRMS plays a critical role in the organization. It contributes to the adoption of decisions consistent with the risk appetite, as well as the spread of a correct understanding of risks, laws, and corporate values.

  
Remuneration
 
SunTerra's remuneration policy is consistent with the recommendations set forth under the PSOJ Corporate Governance Code. Such policy is aimed at attracting, keeping, and motivating people with the skills to manage the Company successfully, aligning their remuneration with market standards, in order to ensure an adequate level of competitiveness in the labor market.

  
The remuneration policy was set by the Company in such a way that it would incentivize the Executive Team to promote SunTerra’s sustainable success, which consists in the creation of long-term value to the benefit of the Shareholders, and to align their interests with the business strategy. All of this while also ensuring that the remuneration itself is based on the results actually achieved by the persons in question and by the Group as a whole.

  
Such policy is also structured so as to guarantee an adequate balance between the fixed component and the variable component and, within the latter, between the short-term and the long-term components. In doing so, it can ensure a balance between such components and the implementation of conducts in line with the sustainable performance of the Group.

  
In accordance with the recommendations of the PSOJ Corporate Governance Code, the remuneration of non-Executive Directors is related to the expertise, professionalism and efforts requested by the tasks assigned within the Board of Directors; furthermore, such remuneration is not linked to the achievement of performance objectives.

Corporate Structure

Sunterra will hold each project’s assets in discrete vehicles domiciled in each country with their own operating structure. Where possible we will optimize certain roles to reduce overheads. Project determination and management will occur at the investment management company level with approval by the Board of Directors. SunTerra Energy Limited (SEL) – will provide 

oversight of subsidiary companies, review and approve new projects, oversee construction of new projects and approve investments.

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SPVs or Subsidiary Operating Companies – these are standalone operating entities in each country with their own management team, whose sole purpose is operating the solar farm and all assets to their optimal performance levels and maximizing returns to all Stakeholders. These entities will interface with the public utility and governments of each country along with SEL.

Other local Stakeholders include our construction partners, technical assistance and legal advisors, auditors, and banking partners. 

Hurdle Rate

Sunterra seeks to provide investors a minimum return of 12% per annum on United States dollars. The management company will be compensated based on the attainment of this hurdle plus ongoing expenses to operate the business and the management company.

Reporting

Each Operating Company will provide monthly status updates on construction projects and operating assets, followed by quarterly financial reports as well as a comprehensive annual report. The contents of these reports will include country overviews, energy production statistics and audited financial data. The company website and social media will also be used to provide pertinent operational data to Shareholders.