Board Committees

 

The Board is establishing a number of Committees to assist it in carrying out its functions.

Audit Committee

Generally speaking, the responsibilities of this Committee involve reviewing the existence and effectiveness of accounting and financial systems and the systems of internal control. In particular this includes providing a link between the external auditors and the Board, reviewing financial reports and accounting policies, reviewing the effectiveness and scope of the annual external audit, nominating the auditors, reviewing auditors' fees and reviewing the effectiveness of the audit functions.

 

 

Corporate Governance Committee

 

This Committee will consist of predominately Non-Executives.

 

The activities of the Corporate Governance Committee will include monitoring the systems the Company has in place to achieve compliance with laws, to identify and manage significant business risk, initiating and encouraging the establishment of systems to ensure the Company meets the highest ethical standards, reviewing developments in the area of corporate governance, and dealing with any specific corporate governance issues that may be delegated to the Committee by the Board from time to time. An important function of the Committee, and listed as a standing agenda item at each meeting, is the oversight and monitoring of the Company's Occupational Health and Safety programs and performance.

 

Other compliance and monitoring functions include environmental responsibilities and appropriate disclosure, standards and procedures relative to inter-company transactions. All inter-company transactions must be approved by the Non-Executives.

 

Compensation and Nomination Committe

e

This Committee will be composed entirely of Non-Executives.

 

The Committee will meet as and when required to monitor, review and make recommendations as necessary on various matters including:

 

• remuneration policies and practices for the Company generally, and the specific compensation arrangements for all senior executives;
• Company share schemes or other incentive schemes for executives, directors or other employees;
• size and composition of the Board, and periodic reviews of criteria for Board membership; and when necessary, identifying and putting forward for Board consideration, candidates for membership of the Board.