At Trojan Solutions, we believe that robust corporate governance is fundamental to achieving sustainable growth, maintaining stakeholder trust, and delivering long-term value. Our governance framework is rooted in the principles of accountability, integrity, transparency, and ethical leadership, ensuring that we operate responsibly across all regions and sectors in which we conduct business. We are committed to adhering to international best practices and complying with all applicable regulatory standards.

1. Board of Directors: Strategic Leadership and Oversight

The Board of Directors provides independent oversight and strategic direction to management. It is responsible for safeguarding shareholder interests, supervising risk management, and promoting sound corporate policies.

Board Composition & Independence

• Diverse Expertise: The Board comprises a balanced mix of executive and independent directors with deep experience in technology, finance, law, corporate governance, ESG, and strategic management.
• Majority Independence: Over 50% of our Board members are independent, ensuring objective, conflict-free decision-making.
• Chair-CEO Separation: The roles of Board Chair and Chief Executive Officer are separated to reinforce checks and balances in leadership.

Board Committees

To ensure focused oversight, the Board has delegated specific responsibilities to the following committees:

• Audit Committee: Oversees financial reporting, internal controls, compliance with laws and regulations, and the appointment and performance of external auditors.
• Compensation & Human Capital Committee: Designs executive compensation programs aligned with performance metrics, shareholder interests, and talent retention.
• Nominating & Governance Committee: Manages Board nominations, succession planning, director evaluations, and corporate governance policy reviews.
• Risk & Sustainability Committee: Provides strategic oversight of enterprise risk management and integration of environmental, social, and governance (ESG) priorities.

2. Ethical Business Conduct & Regulatory Compliance

We maintain a zero-tolerance policy toward unethical practices, including bribery, corruption, discrimination, and conflicts of interest.

Key Governance Policies

• Code of Business Ethics: All directors, officers, and employees are required to uphold the highest standards of professional conduct, transparency, and accountability.
• Anti-Bribery and Anti-Corruption Policy: Full compliance with the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and all local anti-corruption laws in the jurisdictions we operate.
• Whistleblower Program: A secure and confidential platform allows stakeholders to report misconduct or violations without fear of retaliation.
• Data Privacy & Regulatory Compliance: Adherence to data protection regulations such as GDPR, SOX, and SEC rules, with regular audits to ensure ongoing compliance.

3. Shareholder Rights & Stakeholder Engagement

We uphold fair, equitable, and transparent treatment of all shareholders and foster meaningful dialogue with stakeholders.

Key Engagement Mechanisms

• Transparent Disclosures: Timely and comprehensive financial statements, operational updates, and ESG performance reports.
• Annual General Meetings (AGMs): Shareholders are encouraged to participate in AGMs, vote on critical matters, and engage with executive leadership.
• Share Structure Clarity: If a dual-class share structure is in place, it is designed to provide long-term strategic stability while protecting minority shareholder rights.
• Investor Relations: A dedicated team ensures ongoing communication with institutional and retail investors, analysts, and rating agencies.

4. Risk Management & Internal Control Systems

We have implemented a comprehensive Enterprise Risk Management (ERM) framework to identify, assess, and mitigate financial, operational, technological, and reputational risks.

Key Risk Controls

• Enterprise Risk Management (ERM): Oversees proactive identification of internal and external threats, with mitigation strategies embedded into corporate planning.
• Internal Audit Function: Conducts independent, risk-based audits to evaluate operational efficiency, regulatory compliance, and internal controls.
• Cybersecurity Governance: Adheres to leading frameworks such as NIST CSF and ISO/IEC 27001, with regular penetration testing, incident response planning, and cyber threat monitoring.

5. Sustainability & ESG Integration

Trojan Solutions integrates sustainability and ESG principles into its governance framework to drive long-term business resilience and societal impact.

Key ESG Initiatives

• Climate Commitments: Defined targets for net-zero emissions, adoption of renewable energy, and operational carbon footprint reduction.
• Diversity, Equity & Inclusion (DEI): Commitment to a diverse Board and workforce, inclusive hiring practices, and pay equity across all levels of the company.
• Community Engagement: Active participation in local communities through educational programs, technology partnerships, and social development projects.
• Sustainable Supply Chains: Ethical sourcing, supplier code of conduct enforcement, and lifecycle impact assessments of core technologies.

6. Continuous Improvement & Governance Evolution

Corporate governance at Trojan Solutions is not static. We engage in regular evaluation, refinement, and benchmarking of our governance framework.

Enhancement Mechanisms

• Annual Board Evaluations: Independent performance assessments to evaluate Board effectiveness, strategic focus, and governance practices.
• Global Benchmarking: Governance policies are aligned with international frameworks, including:
  • OECD Principles of Corporate Governance
  • World Economic Forum Stakeholder Capitalism Metrics
  • UN Global Compact Principles
• Stakeholder Feedback Loops: Insights from shareholders, employees, customers, and partners are used to evolve governance practices and align with expectations.