Board Committees

The Board has established three committees to better enable it to provide strategic guidance to the Company.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee comprises at least four non-executive directors.  The Committee comprises Messrs Warren (Chair), Constantinou, Stitt and Igara.  The Remuneration and Nominations Committee meets at least four times each year to make recommendations to the Board on remuneration of executives and Directors.  This Committee considers the appropriate remuneration levels for Board members themselves and makes recommendations to the Board and, if necessary, the shareholders. 

Audit Committee

The Audit Committee, comprising at least four non-executive directors, meets at least four times a year and otherwise as directed by the Board.  The Audit Committee comprises Messrs Kriewaldt (Chair), Igara, Stitt and Ainsworth.  External auditors are invited to attend when appropriate.  The Audit Committee assists the Board in fulfilling its corporate governance and oversight responsibilities with relation to financial reporting, accounting policies, internal control systems, external audit functions and the company’s process for managing compliance with laws and regulations.

The Committee reviews the half yearly accounts and annual financial statements and makes recommendations to the Board on a variety of issues including the quality and acceptability of the Company’s accounting policies, practices and financial reporting disclosures.  Among other things the committee also reviews the Company’s internal control systems.

Finance and Risk Management Committee

The Finance and Risk Management Committee comprising at least  four non-executive directors and one executive director and meets at least three times a year.  The Committee comprised Messrs Ainsworth (Chair), Kriewaldt, Constantinou, Warren and Aopi.
 
The Committee assists the Board to review policies, processes, practices and reporting systems covering all aspects of the Group’s exposure to business and financial risks, except those specifically assigned to other Board committees.