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:
- Monitoring the integrity of the financial statements, including key accounting policies and financial reporting judgments contained therein
- Monitoring the Group’s internal control and risk management systems
- Monitoring the effectiveness of the Group’s Internal Audit function
- Making recommendations on the appointment, remuneration and terms of engagement of the external auditor
- Monitoring the external auditor's independence and objectivity
- Developing policy on the engagement of the external auditor for non-audit services
Ethics and Compliance Committee
The Ethics and Compliance Committee meets at least twice a year. Additional meetings can be held, if required by the Chair.
The duties of the committee include:
- Reviewing and approving the group’s code of conduct and business principles
- Reviewing and approving implementation of ethical compliance programs
- Reviewing reports covering the monitoring and audit of ethical and compliance policies and procedures
- Reviewing the Group’s internal communications and training in respect of ethical and compliance policies and procedures
- Reviewing the Group’s external communication and reporting in respect of ethical and compliance programs
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:
- To set the remuneration policy for Executive Directors and the group’s Chairman
- Recommend and monitor the level and structure for senior management remuneration.
- Review the design of all share incentive plans for approval by the Board and shareholders
- Submitting, for approval by the Board and shareholders an annual report on remuneration to be included in the Directors Remuneration report.
The Nominations 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:
- Reviewing the structure, size and composition (including skills, knowledge, experience and diversity) of the Board, and making recommendations to the Board with regards any changes
- Succession planning for directors and other senior executives, taking into account challenges and opportunities facing the company, and the skills and expertise needed on the Board in the future.
- Nominating candidates for approval of the Board to fill Board vacancies as and when they arise, and make recommendations as to the membership of Board Committees; making those recommendations made in consultation with the respective chair of those committees
- Reviewing the determination of “independent” non-executive directors
- On an annual basis, reviewing terms of reference of Board Committees and matters reserved to the Board