Organisational Structure and Management Plan | Staffing Forecast | Outsourcing Arrangements and Monitoring | Authorised Payment Institution API | Electronic Money Institution E-money EMI | Small Payment Institution SPI

1. Organisational Structure

The Board of Directors (“Board”) at Hirett Limited (“Hirett / Company”) believe that the foundation of their business is built upon good corporate governance, this is essential towards sound business management, achieving objectives and safeguarding the interests of its stakeholders.
Management will provide clear directions, define responsibilities, ensure accountability, promote innovation, reward effort, focus on customer needs, anticipate opportunities and manage risk.

In line with Hirett’s clear management and corporate governance structure, Hirett has adopted a framework corporate governance structure, which has clear reporting lines and allows a continuous flow of information between the Board, the management and staff for planning, reporting, decision- making, and monitoring.

At the top of the governance structure is the Board of Directors responsible for setting the mission of Hirett, making overall policy decisions and providing oversight to ensure that all activities are in line with Hirett’s strategy and mission. The Board of directors understands and will follow the UK corporate governance code. The Board meets on a monthly basis to discuss and decide on strategic and policy issues. Members of senior management are invited to discuss specific issues at the Board meeting as and when necessary.

At the start of the operations, the Board will only comprise of the Chief Executive Officer (CEO). However, soon after the trial and launch phase, there are plans to increase the size of the Board to at least 3 members comprising of CEO, CFO and a non-executive member who could also take the role of the Chairman. The senior most Compliance Manager (if there are more than 1) will be invited to attend Board meetings and highlight any concerns they may have.

The chief executive officer (CEO) is accountable to the Board and is responsible for the day-to-day management of Hirett including its staff, operations and assets. The CEO’s duties include the development of the Hirett’s business plan and budgets and leading the management team.

Hirett is in the process of establishing a team of exceptional professionals with a deep understanding of e-money, a solid grounding in the importance of the specific controls that are required to run a successful financial services business and an unrivalled understanding of the needs of the customers. The management team, reporting to the chief executive officer, will be responsible for the day-to-day running of the company’s activities in relation to the key areas of Account Management, Personnel, Compliance, Accounting, Marketing and Business Development. The team will meet on a weekly basis to discuss progress, deal with outstanding issues and plan future action. The team will also hold a monthly meeting with staff to communicate new developments, celebrate success, receive and give feedback, and build staff morale and cohesion.

The company has been designed to have a simple organisational structure with clear reporting lines, which reflects its functions and decision-making process. The size of the team will grow to fit both the purpose and size of the business.

1.1 Organisational Chart

Hirett will host a small but effective team; led and managed by it’s CEO. Hirett’s organizational structure is presented in the hierarchy below (as it would develop over the 3 year period).

Figure 1: Organisation Chart

1.2 Management Plan

1.2.1. Board of Directors

The Company has identified one individual to serve on its Board of Directors. Following is a list of proposed Board member and explanation of the responsibilities of the Company’s Board committee.

Ms. Shannan Adarna is a successful businesswoman who is visionary and critical thinker. She has long standing experience in the business and by her dedication and noble guidance Hirett will become a successful venture. She is successful entrepreneur and passionate businessman who contribute in the community in greater extent.

The Board of Director plays a crucial role in providing strategic direction, supervision and support of Company management, and in attracting business for the Company through her personal and business relationships. As part of its responsibilities, the director will approve policies and procedures to meet all of the requirements of law and the demands of the Company’s Business Plan. The director will also retain a qualified external auditor and adopt strong internal control, compliance, audit procedures, and other risk management measures.

The Board committee structure will also serve to support the Company’s efforts to succeed in implementing and achieving its Business Plan.

1.2.2. Management

The strength of an institution’s management and Board is one of the most important indicators of any Company. The Company’s management team will consist of qualified individuals to serve as executive officers and directors.

Ms. Shannan Adarna serves as CEO and Director of the Company. She has reasonable experience in the EMI industry and global financial markets. She also has a proven record of administrative oversight, strategic planning, business development, and servicing client/customer relationships.
Since her appointment, she is the principal architect of Hirett.

The key functions and responsibilities for the senior executive position are summarised below:

• Oversee the day-to-day management of the Company and provide leadership to management.
• Report the operating performance, financial results, and strategy execution of the Company to the Board.
• Ensure there are adequate operational planning and financial control systems in place.
• Provide executive management input and assistance with establishing Board agenda and administering Board committee responsibilities.
• Ensure compliance with all regulatory management requirements and corporate governance standards.
• Develop and direct financial plans to support the strategic business plan, growth and market opportunities, and business development.
• Establish and maintain cash management policies and procedures, and ensure cash resources are available for daily operations.
• Evaluate, integrate, and manage the Company’s financial, administrative, information technology, investments, accounting, and planning functions.
• Responsible for the all of the reporting of the Company’s fiscal operating results, such as accounting, budgets, and regulatory reports.
• Advise senior management and the Board on fiscal control and profitability.
• Direct financial accounting department activities, and provide leadership, training, and supervision within the department.

1.2.3. Compliance Manager and MLRO

Ms. Nikki Castro is responsible to ensure that Hirett is able to comply with the regulatory requirements. The key functions and responsibilities for the Compliance Manager and MLRO are summarised below:

• Oversee the Company’s AML compliance program.
• Coordinate the Company’s day-to-day compliance.
• Ensure accurate and appropriate regulatory reports are filed.
• Develops and coordinates plans to implement laws and regulations.
• Maintain the compliance library, policy and produces manuals, and training schedule for all employees.
• Prepares periodic reports to management and the Board as required.
• Develop and implement a detailed customer identification program and know-your-customer program.

2. Staffing forecast

As the business grows so will the personnel. The CEO will continually monitor the growth of the company and will ensure that there are sufficient resources at all times to both drive business development and that all of the compliance and legal requirements of the company are adhered to at all times.

At this stage, apart from the CEO and Compliance Manager, other managers have not been appointed by the management. However, potential candidates with the requisite skills and experience have already been identified. It is fully understood that the individuals fulfilling some of these roles will need to undergo a fit and proper test as and when appointed.

It is envisaged that 6 months after the commencement of trading (or earlier if certain level of transactions is reached), Hirett will add more resources to the sales and marketing teams, by appointing a full time Sales & Marketing Executive. It is also envisaged that at the same time the Administration team will be strengthened by adding a full-time assistant. The on-going assessment of all recruitment requirements shall be made by the management, including the CEO.

By the end of year 3 it is anticipated that the head count will increase to 9 full-time staff.

All the staff will be highly experienced in their respective duties and will be fully trained not only in their roles but also to work in other areas to be able to cover for other staff in case of need.

3. Outsourcing Arrangements and Monitoring

In the nascent stage of the company a number of corporate activities will be outsourced. Services that will be outsourced include:

1. Accounting Support
2. Sales & Marketing
3. Software and IT support

All outsourced functions will be regularly monitored for efficacy and efficiency savings at the monthly meeting of senior management.

Initially Marianna Luisi, the Chief Executive Officer, will have complete control and oversight of all outsourced activities. However, as the business grows, oversight and management of the outsourced activities will either be brought in-house or will be made the responsibility of the relevant Managers that will report directly to the Chief Executive Officer, who in turn reports to the Board. For example, sales and marketing activities, initially outsourced, will be managed by the Sales and Marketing Manager. Similarly, the initially outsourced accounting and auditing functions will be brought in-house and managed by the Financial Controller who would report to Chief Financial Officer.

Please find enclosed a copy of the Outsourcing Agreement in Appendix 5.2.

4. Agents & Branches

Hirett has no plans to appoint any agents or open branches other than the registered office of the business, which also serves as the head office.