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 CharterOpens in new window, is to
- review and make recommendations to the board on remuneration 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 and Board Committee structures, and advise the Board on the recruitment, appointment and removal of Directors,
- assess and promote the enhancement of competencies of Directors,
- review Board succession plans,
- make recommendations to the Board in relation to workforce and Board diversity and measureable objectives in relation to gender diversity, and monitor progress toward achievement of those objectives.
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 CharterOpens in new window, 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 Chair of the Audit Committee or the Chair 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 identification and Risk Management Committee CharterOpens in new window is to assist the board in its oversight responsibilities by monitoring and advising on the identification and 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 profices 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 majority of the members of the Risk Management Committee is made up of Non-Executive Directors.
The Committee meets at least twice a year.
