BOARD COMMITTEES
To assist the board in fulfilling its duties, there are currently four board committees whose terms of reference and powers are determined by the board.
Current members of the four board committees are disclosed in the Annual Report.
Remuneration Committee
The role of the Remuneration Committee, as set out in the Remuneration Committee Charter, is to review and make recommendations to the board on remuneration packages and policies applicable to the Managing Director and Finance Director and to advise the board in relation to equity based incentive schemes for other employees. In addition, the Committee ensures appropriate disclosure is provided to shareholders in relation to remuneration policies and that equity based remuneration is within plans approved by shareholders The Remuneration Committee, when deemed necessary, obtains independent advice on the appropriateness of remuneration packages.
The Remuneration 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 operational risks, compliance with the policy framework in place from time to time, internal controls over operational risks and the company’s overall operational 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 operational risk management.
The Risk Management Committee does not have any responsibility in relation to strategic and financial risk management, which is the focus of the company’s Audit Committee.
The Committee meets at least twice a year.
Nominations Committee
The role of the Nominations Committee as set out in the Nominations Committee Charter is to review the board structure, and identify and recommend for appointment those directors who would further strengthen the board. In addition, the Committee assesses and promotes the enhancement of competencies of directors, reviews board succession plans and makes recommendations on remuneration of non-executive directors
The Committee meets on an as required basis.