Board committees

Remuneration and Nomination Committee

The Remuneration and Nomination Committee’s role is to help the Company engage qualified professionals to manage the Company, and create the incentives necessary to ensure their successful work for the Company.

The functions of the nominations and remuneration committee include:

  • Reviewing the work of the Board, making general recommendations on the selection of candidates for the Board and preliminary evaluation of potential candidates;
  • Ascertaining whether Board nominees comply with the status of an Independent Director, analysing information to detect possible bias on the part of the Board in making decisions;
  • Discovering circumstances precluding efficient work and circumstances leading to loss of independence by a member of the Board;
  • Developing a remuneration system for Board members based on the personal contribution of each Director in implementing the Company's strategic objectives;
  • Preparing and submitting to the Board the policy for appointing and remunerating the Company's senior executives, including the CEO.

The Audit Committee

The Audit Committee shall procure that the Board of Directors takes part in supervising the financial performance and business operations of the Company, including monitoring the status (effectiveness and efficiency) of the Company’s risk management, internal control and corporate governance systems.

The functions of the Audit Committee include:

  • Dealing with all matters associated with the Company's external auditor, including:
    • Evaluating candidates when the external auditor is being chosen;
    • Providing recommendations on the amount of audit remuneration;
    • Reviewing and evaluating the scope and the results of the auditor's work processes;
  • Adhering to professional ethics;
  • Reviewing the Company's financial statements and any changes in accounting policy and auditing practices of the Company;
  • Monitoring the efficiency of the Company's internal audit systems;
  • Supervising the effectiveness of the Company's risk management, internal control and corporate governance policies.

The Health, Safety and Environmental Committee

The Health, Safety and Environmental Committee shall assist the Board in obtaining assurance that appropriate systems are in place to deal with the management of health, safety and environmental risks.

The functions of the Health, Safety and Environmental Committee include:
  • advise the Board of Directors on safety policy and the establishment of safety procedures including the reporting system to the Company’s executive body and through the executive body to the Board of Directors;
  • review the safety performance of the Company and its constituent parts against targets as established either by the Company’s Board of Directors or its executive body;
  • review major safety incidents and advise on lessons learnt and/or sanctions to be applied;
  • initiate and review comparisons with best safety and environmental practice;
  • advise the Board of Directors on environmental policies, the establishment of procedures and practices and the reporting system on environmental performance to the Company’s executive body and through the executive body to the Board of Directors;
  • review the environmental performance of the Company and its constituent parts against targets as established by the Board of Directors or its executive body, as well as compliance with legal obligations or objectives and restrictions set by the authorities;
  • review major environmental incidents or breaches of compliance and to advise on lessons learnt and/or sanctions to be applied.