Board Committees
Audit and Risk Committee
The audit and risk committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The audit and risk committee is chaired by Neil Catto. Henrique Olifiers and Nick van Dyk are the other members of the Audit Committee.
The audit and risk committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee also meets regularly with the Company’s external auditors.
Remuneration Committee
The remuneration committee is responsible for determining and agreeing with the Board the framework for the remuneration of the Chairman, the Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors is a matter for the Chairman and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration.
The remuneration committee comprises Henrique Olifiers, Nick van Dyk and Neil Catto and is chaired by Henrique Olifiers. The remuneration committee will meet at least twice a year.
Nomination Committee
The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for board membership and monitor the performance and suitability of the current Board on an on-going basis.
The nomination committee comprises Nick van Dyk, Henrique Olifiers and Neil Catto and is chaired by Nick van Dyk. The nomination committee will meet at least twice a year.