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Corporate Governance

Council of Directors
The Council of Amare Omnia Holdings, Ltd. comprises Gary Dinmore, Chairman; Cynthia Figueroa, Senior Independent Director; Lukess Joseph; Marika Igras; Mohad Baboli; Jovanni Gomez; and Samantha Karp. Aside from Ms. Igras, who serves as Chief Legal Officer and Chief Compliance Officer for the Investment Manager, Amare Omnia Capital Management, L.P., all directors are classified as independent.

​The Council facilitates rigorous oversight through formal quarterly sessions and maintains continuous engagement with both the Investment Manager and Apex Group (Bermuda) Limited, the Company's Administrator.Directors remain comprehensively appraised of portfolio developments and essential operational matters necessitated for effective corporate stewardship. This collaborative structure ensures that all strategic decisions and investment activities are subject to professional scrutiny. By upholding these standards of governance, the Council remains committed to the long-term fiscal integrity and transparency of the organization.
AIC Code
The Company is a member of the Association of Investment Companies. Please see the Company’s Annual Report for the Directors’ statement of compliance with the AIC Code.
Audit Committee

The Audit Committee consists of Mr. Joseph, Ms. Baboli, and Mr. Gomez. Mr. Joseph is the Chairman of the Audit Committee. The principal duties of the Audit Committee are to consider the appointment, independence and remuneration of the auditors and to monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports and formal announcements relating to the Company’s financial performance.

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In particular, the Audit Committee reviews and assesses, where necessary:

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  • The consistency of, and any changes to, significant accounting policies both on a year on year basis and across the Company;
     

  • The methods used to account for significant or unusual transactions where different approaches are possible;
     

  • Whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditors;
     

  • The clarity of disclosure in the Company’s financial reports and the context in which statements are made; and
     

  • The content of the Annual Report and financial statements and all material information presented with the financial statements.
     

The Audit Committee reports to the Board on significant financial reporting issues and judgments communicated to the Audit Committee by the auditors and advises the Board on whether, taken as a whole, the Company’s Annual Report is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.

Management Engagement Committee

The Management Engagement Committee consists of the independent Directors of the Company who are not affiliated with the Investment Manager. Mrs. Karp is the Chairman of the Management Engagement Committee. The Management Engagement Committee reviews the performance of the Company’s Investment Manager in the management of the Company’s affairs and the terms of engagement and performance of the Company’s other key service providers. The Management Engagement Committee reports its recommendations to the Board.

Nomination Committee

The Nomination Committee consists of Mrs. Karp, Mr. Joseph, and Mr. Gomez. Mrs. Karp is the Chairman of the Nomination Committee. The Nomination Committee is responsible for reviewing the structure, size and composition of the Board, succession planning for director departures and identifying and nominating suitable candidates to fill vacancies, taking into account the challenges and opportunities facing the Company and the skills, knowledge and experience needed on the Board. The Nomination Committee reports its recommendations to the Board.

Nomination Committee Terms of Reference
Renumeration Committee

The Remuneration Committee consists of Ms. Figueroa, Ms. Igras, and Mrs. Baboli. Ms. Figueroa is the Chairman of the Remuneration Committee. The Remuneration Committee reviews the remuneration of the Company’s chairman and non-executive Directors and seeks to ensure that the Company maintains fair and appropriate remuneration policies and controls. The Remuneration Committee reports its recommendations to the Board.

Renumeration Committee Terms of Reference
Risk Committee

The Risk Committee consists of all of the Directors of the Company. Mr. Joseph is the Chairman of the Risk Committee. The Risk Committee is responsible for reviewing the Company’s risk profile as described in the Company’s investment policy, borrowing policy and other risk disclosures; identifying, evaluating and reporting to the Board any emerging risks to the Company; ensuring that appropriate controls and reporting are in place to allow for the identification, monitoring and management of key risks to the Company’s business; conducting and submitting to the Board an annual assessment of the material risks applicable to the Company’s business; making recommendations to the Board regarding risk mitigation; and reviewing and recommending for approval by the Board all applicable risk reporting for regulatory purpose.

Risk Committee Terms of Reference
Investment Manager Committees

The Investment Manager operates a Valuation Committee, a Conflicts Committee, a Best Execution Committee, an Information Security Committee and a Disclosure Committee. The minutes from the Disclosure, Valuation, Information Security and Conflicts Committee meetings are presented to the Board at the quarterly Board meetings, or sooner if appropriate.

Articles
Articles of Incorporation*

*A hard copy of the Articles of Incorporation is available upon request.

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