BOARD COMMITTEES
To assist the board in fulfilling its duties, there are currently three board committees whose terms of reference and powers are determined by the board.
Current members of the board committees are disclosed in the Annual Report.
Remuneration and Nomination Committee
The role of the Remuneration and Nomination Committee, as set out in the Remuneration and Nomination Committee Charter , is to
- review and make recommendations to the board on remuneration packages and policies applicable to the Managing Director, Finance Director and non-executive directors,
- advise the board in relation to equity based incentive schemes for other employees,
- ensure appropriate disclosure is provided to shareholders in relation to remuneration policies and that equity based remuneration is within plans approved by shareholders,
- review the board structure, and identify and recommend for appointment those directors who would further strengthen the board.
- assess and promote the enhancement of competencies of directors,
- review board succession plans.
The Remuneration and Nomination Committee operates under a formal charter and meets on an as required basis.
Audit Committee
The principal role of the Audit Committee, as set out in the Audit Committee Charter , is to provide the board, investors, owners and other stakeholders with confidence that the financial reports for the company represent a true and fair view of the company’s financial condition and operational results in all material respects, and are in accordance with relevant accounting standards.
The Audit Committee is made up solely of independent non-executive directors.
The external auditors, the Managing Director and the Finance Director are invited to Audit Committee meetings at the discretion of the Committee.
In fulfilling its responsibilities, the Audit Committee receives regular reports from management and the external auditors. It also meets with the external auditors at least twice a year and more frequently if necessary, and reviews any significant disagreements between the auditors and management, irrespective of whether they have been resolved. The external auditors have a clear line of direct communication at any time to either the Chairman of the Audit Committee or the Chairman of the board.
The Audit Committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.
Risk Management Committee
The Risk Management Committee’s principle role, as set out in the Risk Management Committee Charter is to assist the board in its oversight responsibilities by monitoring and advising on the management of all risks, including business, operational and hazard risks; the internal controls and treatments for identified risks, including the company’s insurance program; and the company’s overall risk management program. In addition, the Committee provides a forum for communication between the board, management and external risk management advisors, and acts as a conduit to the board for external advice on risk management.
The Committee meets at least twice a year.
The Committee meets on an as required basis.