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Board Committees

The Board of Directors has established a number of Committees in order to facilitate the efficient and effective execution of its duties.

Audit Committee

The Audit Committee meets four times a year, to coincide with key dates within the financial reporting and audit cycle. Additional meetings can be held at the discretion of the Chairman of the Audit Committee. 

The duties of the Committee include:

  • Recommending the appointment of the independent auditor to the general meeting of shareholders
  • The appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services
  •  Pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services
  • Evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board on at least an annual basis
  • Reviewing and discussing with the board and the independent auditor our annual audited financial statements and quarterly financial statements prior to the filing of the respective annual and quarterly reports
  • Reviewing our compliance with laws and regulations, including major legal and regulatory initiatives and also reviewing any major litigation or investigations against us that may have a material impact on our financial statements
  • Approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transaction policy

Remuneration Committee

The remuneration Committee meets twice a year. Additional meetings can be held, at the request of the Chairman or any of its members. 

The duties of the Remuneration Committee include:

  • Identifying, reviewing and approving corporate goals and objectives relevant to executive officer remuneration
  • Analyzing the possible outcomes of the variable remuneration components and how they may affect the remuneration of our executive officers
  • Evaluating each executive officer’s performance in light of such goals and objectives and determining each executive officer’s remuneration based on such evaluation
  • Determining any long-term incentive component of each executive officer’s remuneration in line with the remuneration policy and reviewing our executive officer remuneration and benefits policies generally
  • Reviewing and assessing risks arising from our remuneration policies and practices for our employees and whether any such risks are reasonably likely to have a material adverse effect on us

Nominations Committee and Corporate Governance Committee

The Nominations Committee and Corporate Governance Committee shall meet not less than two times a year. Additional meetings can be convened, as the Chairman of the Committee shall determine. The duties of the Committee include:

  • Drawing up selection criteria and appointment procedures for directors
  • Reviewing and evaluating the composition, function and duties of our board
  • Reviewing our management succession planning
  • Recommending nominees for selection to our board and its corresponding committees;
  • Making recommendations to the board as to determinations of director independence
  • Leading the board in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively