Governance Arrangements and Internal Control Mechanisms | Company and General Department Structure | Reporting Lines and Job Specifications | Electronic Money and Authorized Payment Institution | Template for FCA Applications and Authorised Firms

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TERMS AND ABBREVIATIONS

1. Designated employee – Employee of the HIRETT to whom the HIRETT has delegated the obligation to examine Customers’ claims.
2. Compliance laws, rules and standards – laws and other legislative acts regulating the performance of the HIRETT, standards set by self-regulating institutions, related to the activity of the HIRETT, professional codes of conduct and ethics and other standards of good practice related to the activity of the HIRETT.
3. Employee – a physical person who has actual legal relationship with an agent based on a labour contract or other legal arrangement, including members of the Executive Board.
4. Internal normative documents – documents that are issued by the HIRETT and which regulate the performance of the HIRETT, separate structural units or employees, for instance, policies, procedures, regulations, instructions.
5. Customer – person, who is utilizing one or more of the services provided by the HIRETT.
6. Administration – The structure of HIRETT whose responsibilities includes record – keeping function.
7. Procedure – the Procedure of the HIRETT for Examination of Customer’s Claims.
8. HIRETT (also – the “company”) – Hirett Ltd.
9. Claim – any type of document (application, complaint, claim, etc.) that is submitted by the Customer and that contains the claim (complaint, dispute).

1 COMPANY STRUCTURE

Company HIRETT issued the following regulations regarding the governance arrangements:
Shareholding structure of HIRETT:

HIRETT is owned by 1 natural person with following structure:

1. Mr. John Carlo, Greek citizen with 100% of shares.
Company ownership structure has one natural person, the citizen of Greece, European Union to whom belongs 100% company shares, Mr. Gerald Way, the Greek citizen, passport number AM1653615. The shareholder is professional businessman with extensive knowledge in company’s development and investment.

2 GENERAL DEPARTMENT STRUCTURE

General department structure is showing HIRETT internal governance policy and strategic lines how company would be managed and general supervision.

2.1 DESCRIPTION OF THE RESPONSIBILITIES OF THE COMPANY’S EXECUTIVE BOARD

HIRETT’s executive board consist of two members, namely:

1. Mr. Anthony Jenner (CEO, CFO), whose functions in the company are as follows:
   • Company’s overall management;
   • Setting up IT goals and accepting global development plan;
   • Management of company business development by maintaining the daily operations of sales & marketing department, financial department, IT development and operations and human resource & administration.
2. Mrs. Marie Johns (MLRO), whose functions in the company are as follows:
   • Company Risk control;
   • Clients compliance management and new procedures development and implementation;
   • Legal department management in close cooperation with Risk and Underwriting department for implementation of new client’s agreements and policies.

Both members of the executive board are responsible for different departments and management functions that are directly under their knowledge and competence.
The diagram below shows which director is responsible for the respective department of GSG and what functions this department is providing to the company.

HIRETT have 6 main departments which are divided by functions of in-house and outsourcing maintenance:

1. Risk and Underwriting (providing monitoring, control and AML functions);
2. Sales and Marketing (client’s attraction, brand awareness and company public activities);
3. Finance (accounting, settlements and other related financial activities);
4. Legal (company legal support);
5. IT development and operations (Payment system development and clients technical support);
6. Human Resource and Administration (Employment and Internal employee’s education).

3 REPORTING LINES OF DEPARTMENTS

Each employee in each department is directly responsible to the Head of department and Heads are responsible to report to company directors. HIRETT has two directors on board who are responsible for two different company activities AML & Compliance (MLRO) and Business Development (CEO). Based on this each department is reporting directly to his director under who department is located:

1. AML (MLRO) Director:
   • Risk and Underwriting Department;
   • Legal Department;
   • Financial Department.
2. Business Development (CEO) & Finance (CFO) Director:
   • Sales and Marketing Department;
   • IT Development and Operations;
   • Human Resource and Administration.

4 EMPLOYEES JOB SPECIFICATIONS

HIRETT team and its reporting lines:

1. Risk and Underwriting Department with following positions:
   • Underwriter (reporting to Head of Risk and Underwriting Department):
     – Job Specification: Underwriter is directly responsible for merchant KYC check, documents collection and verification and pre-approval decision regarding business relationships Underwriter directly reports his performance and found fraud or noncompliance to Head of Department.
   • Risk Analytic (Head of Risk and Underwriting Department):
     – Job Specification: Risk Analytic is responsible for clients monitoring after compliance procedure. Main responsibilities of risk analytic is client’s fraud and noncompliance activities prevention. Risk Analytic directly reports to Head of Department.
   • Head of Risk and Underwriting Department (reporting to AML & Compliance (MLRO) Director):
     – Job Specification: Head of Risk and Underwriting Department is directly responsible for overall department performance, policy development, merchant acceptance and client’s fraud and noncompliance prevention. Head of Department directly reports to AML & Compliance (MLRO) Director.
2. Legal Department with following positions:
   • Lawyer (reporting to Head of Department)
     – Jos Specification: Lawyer is directly responsible for agreements verification and development. Company general legal support and legal work supervision in all departments. Directly reporting to Head of Department.
   • Head of Legal Department (reporting to AML & Compliance (MLRO) Director)
     – Job specification: Head of Legal Department is responsible for overall supervision of department and company agreements development. Directly reporting to AML & Compliance (MLRO) Director.
3. Financial Department with following positions:
   • Bookkeepers:
     – Job specification: Bookkeeper are based in London with all required certification to perform company accounting activities and reporting to government authorities. Bookkeeper directly reports to Head of Department.
     – Financial analytic (reporting Head of Department):
     – Job specification: Financial analytic is responsible for company financial analysis and financial flows monitoring to prevent any loses or other damages to the company. Directly reports to Head of Department.
   • Chargeback manager (reporting Head of Department):
     – Job specification: Chargeback manager is responsible for chargeback processing and disputes handling. His general role is to prevent the clients excess of limits and getting into thresholds. Directly reports to Head of Department.
   • Head of Department (reporting to Chief Financial Officer (CFO):
     – Jos specification: Head of Financial Department is responsible for overall supervision of department and company financial stability. Directly reporting to Chief Financial Officer (CFO) .
4. Human Resource and Administration:
   • Human Resource Manager (reporting to Head of Department):
     – Job specification: Human resource manager is responsible for headhunting and managements of current employees inside the structure. Reporting directly to Head of Department.
   • Office manager (reporting to Head of Department):
     – Job specification: Office managers responsibilities are daily office operations support. Reporting directly to Head of Department.
   • Head of Department (reporting to Business Director (CEO)):
     – Job specification: Head of Department is responsible for general manager and his team supervision. Department development. Directly reporting to company Business Director (CEO).
5. IT Development and Operations Departments:
   • Technical support manager (reporting to Head of Department):
     – Job specification: Technical support manager is responsible for client’s technical support during the integration process or any issues regarding the bugs and errors inside the system or transaction flow. Directly reporting to Head of department.
   • System Administrator (reporting to Head of Department):
     – Job specification: System administrator is directly responsible for company server’s maintenance and protection as well as internal access level control and monitoring. Directly reporting to Head of Department.
   • Programmer (reporting to Head of Department):
     – Job specification: Programmer is responsible for payment system development and connection to the banks and payment processors. Directly reporting to Head of department.
   • Head of Department (Reporting to Business Director (CEO)):
     – Job specification: Head of Department is responsible for general manager and his team supervision. Department development. Directly reporting to company Business Director (CEO).Sales and Marketing Department:
   • Sales Manager (reporting to Head of Department):
     – Job specification: Sales manager is responsible for new client’s acquisition. Directly reporting to Head of Department.
   • Account Manager (reporting to Head of Department):
     – Job specification: Account manager is responsible for existent client’s support. Directly reporting to Head of Department.
   • Marketing Manager (reporting to head of Department):
     – Job specification: Marketing manager is responsible for marketing strategy development, company promotion and brand awareness (this position joins inside the PR manager responsibilities). Directly reports to Head of Department.
   • Head of Department (Reporting to Business Director (CEO)):
     – Job specification: Head of Department is responsible for general manager and his team supervision. Department development. Directly reporting to company Business Director (CEO).

5 COMPANY MANAGEMENT DESCRIPTION

The management board is made to oversee the company and its business and set the strategic guidelines for its development.
Company management receives weekly status update from all departments prepared by its heads.

Board and SMT meeting:

Company Board and general management would meet once per month for general meeting to discuss company status and development. General agenda of the meeting include following:

1. Brief overview of all departments and their status
2. Financial department general report about company stability
3. IT department general report about done work and future plans
4. Sales report regarding customers portfolio
5. Discussion regarding opened question from departments issues

5.1 SIZE OF BOARD

HIRETT’s Board is set up as shown in the table below.

5.2 INDIVIDUAL DUTIES

Board members are expected to:

• Attend Board meetings once a month
• Make a time commitment to the work of HIRETT

5.3 RIGHTS AND PRIVILEGES

Each Board member has a right to be:

• Fully informed about her role and responsibilities;
• Fully informed of the financial operations and receive service and management reports on a monthly/quarterly basis;
• Provided pertinent/relevant information to assist in making decisions.
• Assigned tasks which allow for the utilization of skills and enhances personal growth.
• Provided opportunities for Board training and development.

5.4 DECISION MAKING

The Board will strive to make decisions by consensus. When time does not allow or consensus cannot be reached then a majority vote will be held. For all decisions, a thorough discussion will be held that will encourage all Board voices being heard before the decision is made.

5.5 EXECUTIVE BOARD MEETINGS

The Board will meet on a regular basis, at least once a month, and more often as and when required. At Board meetings, the MLRO & Compliance Officer will report on HIRETT’s compliance with established Risk Management policies, procedures and operations and on any communications with the FCA including dissemination or SARs.

Chairperson and Minute-taker will be agreed at 1st Board Meeting.

5.6 PRE-CIRCULATIONS STANDARDS

• The minute taker will request papers/agenda items in advance of forthcoming meetings and will advise timescales for inclusion of items on the next agenda
• Agenda and papers will be circulated at least three days prior to the meeting

5.7 STANDARD AGENDA ITEMS FOR EXECUTIVE BOARD MEETINGS

A standard agenda for Board Meetings would include:

• Minutes to approve previous Board Meeting
• Management reports on current performance (key KPIs) against the agreed strategy.
• Report on risks facing the business
• Discussion of key challenges and opportunities facing the business
• Any other business

5.8 MANAGEMENT MEETINGS

Chairperson and Minute-taker will be agreed at 1st Management Meeting.

5.9 MEMBERS

• Mr. Anthony Jenner (CEO, CFO)
• Mrs. Marie Johns (MLRO & Compliance Officer)
• Representation of business units as and when required

5.10 MAIN RESPONSIBILITIES

• Make / approve all decisions relating to the management of the business within delegated authorities
• Review financial and business performance
• Act as a forum for discussion of key issues
• Agree any project requirements within delegated authorities
• Review the effectiveness of internal controls, governance and other risk and compliance matters
HIRETT will have in place outsourcing arrangements with:
• _________________ to perform the IT function
HIRETT monitors and supervises the outsourced functions by having designated individuals monitor performance against stated service levels, and by escalation and resolution of service level failures through the defined relationship-management structures.

Day-to-day relationship management for outsourced contracts will be supervised by designated individuals in HIRETT. These individuals will report directly to the MD and/or the corporate officer responsible for this relevant functional as appropriate. The Board will review service provision on at least an annual basis, to ensure that service delivery remains consistent with HIRETT’ business needs, and that any compliance or regulatory requirements continue to be met.

5.11 PRE-CIRCULATIONS STANDARDS

• The minute taker will request papers/agenda items in advance of forthcoming meetings and will advise timescales for inclusion of items on the next agenda
• Agenda and papers will be circulated at least three days prior to the meeting

5.12 STANDARD AGENDA ITEMS FOR MANAGEMENT MEETINGS

• Minutes from last Management Meeting
• Review of business against KPIs
• Reports from Sales and Marketing, Operations, Finance, Technology
• Any other business.
• The minute taker will request papers/agenda items in advance of forthcoming meetings and will advise timescales for inclusion of items on the next agenda
• Agenda and papers will be circulated at least three days prior to the meeting

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