Each committee shall be appointed by the Board and comprise the chairman of the committee and at least one other member of the Board.
Generally, only members of the relevant committee shall have the right to attend committee meetings, however, other individuals, such as other directors, advisers, any relevant senior management or a representative of an external auditor may be able to attend such meetings by invitation from said committee.
With regards to the remuneration and nomination committees, no-one shall be present during the discussion of or vote on matters regarding his or her own position. The quorum necessary for the transaction of business by each committee shall be two members. The committees shall determine their own procedures, subject to the Articles, and the relevant terms of reference may only be changed with approval of the Board.
The Audit Committee comprises Karen Brade, who acts as chair of the Audit Committee and Benjamin Bergo. The Audit Committee meets at least twice a year and is responsible for ensuring that the Company’s financial performance is properly monitored, controlled and reported. The committee chair attends each annual general meeting of the Company.
The duties of the Audit Committee shall be as follows:
Internal control and risk assessment – assist the Board in discharging its duty to ensure that the financial statements presented by the Company to its Shareholders conform with all legal requirements and that the Company and its subsidiaries’ financial reporting and internal control policies and procedures for the identification, assessment and reporting of risks are adequate, by keeping such matters under review and making appropriate recommendations to the Board. The Audit Committee shall also consider the major findings of internal investigations and responses of service providers and its own performance, constitution, and terms of reference.
External audit – consider and make recommendations to the Board, to be put to Shareholders for approval at each annual general meeting of the Company, as regards the appointment and reappointment of the Company’s external auditor, as well as any questions relating to their resignation or removal. The Audit Committee shall also oversee the relationship with the external auditor, including but not limited to the approval of their remuneration and terms of engagement, whether in relation to audit or non-audit services, and annually assessing the auditor’s independence, objectivity, qualifications, expertise, resources and effectiveness. The Audit Committee shall meet the external auditor at least twice a year and shall review the findings of the audit and/or review with the external auditor.
Financial statements – monitor the integrity of the financial statements of the Company, including its annual and interim reports, preliminary results’ announcements and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain, and challenging where necessary the Company’s financial statements before submission to the Board. The Audit Committee shall keep under review the consistency of accounting policies and practices on a year-to-year basis and across the Company.
Reporting responsibilities – meet formally with the Board at least once a year to discuss matters such as the annual report and the relationship with the external auditors. The Audit Committee shall also make whatever recommendations to the Board it deems appropriate and shall compile a report to Shareholders to be included in the Company’s annual report and accounts.
Internal audit and review of third-party service providers – the Company does not intend to have an internal audit function immediately following Readmission. The decision of whether or not to set up an internal audit function will be made by the Board, on the recommendation of the Audit Committee, based on the growth of the Company, the scale, diversity, and complexity of the Company’s activities, and the number of employees, as well as cost and benefit considerations, as and when it becomes appropriate.
The Remuneration Committee comprises Benjamin Bergo, who acts as chair of the committee, Esther Dale-Kolb and Carlo Centonze. The Remuneration Committee meets at least annually and the committee chair shall attend each annual general meeting of the Company.
The duties of the Remuneration Committee shall be as follows:
Regular reviews – to regularly review: the time required from a non-executive director and whether each non-executive director is spending enough time fulfilling his or her duties; comparable company data to ensure that the Board are being adequately remunerated and to a level which will allow the Company to attract new directors; the Remuneration Committee’s own performance, constitution and terms of reference and remuneration to ensure it is aligned to the implementation of the Company strategy and effective risk management, taking into account the views of Shareholders and consultants as required.
Recommendations to the Board – to make recommendations about matters arising from the Remuneration Committee’s regular reviews and the annual review of fees paid to the Board and any changes to the current levels of remuneration.
Option Scheme awards – to make all decisions relating to awards to be made to executive directors under the Option Scheme.
Other matters – to make a statement in the annual report, to keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates and to ensure an annual review of the Board and its operations is undertaken.
The Nomination Committee comprises Esther Dale-Kolb, who acts as chair of the committee, Benjamin Bergo and Karen Brade. The Nomination Committee meets at least annually and the committee chair shall attend each annual general meeting of the Company.
Regular reviews – to review regularly and at least annually: the time required from a non-executive director and (possibly using performance evaluation) whether each non-executive director is spending enough time to fulfil his or her duties; the structure, size, composition, skills, knowledge and experience of the Board; the leadership needs of the Company to ensure that the Company continues to compete effectively in its marketplace; its own performance, constitution and terms of reference.
Board Appointments – to be responsible for identifying and nominating for the approval of the Board candidates taken from a wide range of backgrounds to fill Board vacancies as and when they arise for any reason, including retirement by rotation; to evaluate, before making an appointment, the balances of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment; to give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and the skills and expertise that will be needed on the Board in the future; to ensure that, on appointment to the Board, non-executive directors receive a contract setting out clearly what is expected of them in terms of time commitments, Committee service and involvement outside Board meetings.
Recommendations to the Board – to make recommendations to the Board about: plans for an orderly succession of the Chairman and non-executive directors (NEDs) and a formal, rigorous and transparent procedure to be used by them; the re-appointment of any NED at the conclusion of their specified term of office; the re-election by shareholders of any NED under the retirement by rotation provisions in the Company’s articles of association; the continuation in office of any NED at any time; the appointment of any NED, the recommendation for which would be considered at a meeting of the Board; the membership of the Audit Committees, in consultation with the chairmen of those committees and suitable candidates for the role of senior independent director (if one is appointed).
The Committee may also at any time recommend to the Board the appointment of additional NEDs and any executive directors (if such are considered to be appropriate).
Other Matters – to make a statement in the annual report about its composition and activities including the number of meetings, its members’ attendance and the process used for the appointments (explaining if external advice or open advertising has not been used); keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates; ensure that an annual review is undertaken of the Board and its operations and that a report on this is received by the Committee.
Environmental, Occupation, Health and Safety Committee (“EOHS Committee”):
The EOHS Committee comprises Carlo Centonze, who acts as chair of the committee, Esther Dale-Kolb and Karen Brade. The EOHS Committee meets at least twice annually and the committee chair shall attend each annual general meeting of the Company.
The duties of the Remuneration Committee shall be as follows:
Regular reviews – to review regularly and at least annually: the Group’s operations to ensure that environment, health & safety and occupation, and its positive contribution to society, is incorporated in all aspects of the Group’s development; the Group’s stated responsibilities with respect to environmental, occupation, health & safety and ESG policy; the assessment of the Group’s internal controls used to demonstrate and record conformity with the Group’s stated EOHS goals; its own performance, constitution and terms of reference; make recommendations to the Board about any matters arising; keep abreast of external trends or regulatory changes that may be relevant; and understand shareholders’ views and expectations and take account thereof.
The EOHS Committee may also, at any time, recommend to the Board the appointment of additional Non-Executive Directors and any Executive Directors (if such are considered to be appropriate).
Other matters – to make a statement in the annual report about its composition and activities including the number of meetings, its members’ attendance and the process used for the appointments (explaining if external advice or open advertising has not been used); keep up to date and fully informed about strategic issues and commercial changes affecting the Group and the market in which it operates; ensure that an annual review is undertaken of the Board and its operations and that a report on this is received by the EOHS Committee; and consider such other matters as the Board may from time-to-time refer to it.