Governance

The Board of Directors has a formal programme of activities which it carries out through scheduled meetings and site visits throughout the year. These are supplemented by ad hoc meetings and conference calls as needed. The Board of Directors receives comprehensive information at each of its formal meetings; On the business, finances, operations, governance, compliance, HSE performance and investor engagement. Further information can be found in the Annual Report.

One of the most important roles of the Audit Committee is to monitor the integrity of the Group’s financial statements. Priority is given to the financial report and related explanations, as well as to clarity and completeness, and to informing the Board of Directors whether the annual report and financial statements as a whole are fair, balanced and understandable. Reports and financial statements must provide shareholders with the information they need to assess the company’s performance, business model and strategy. Other responsibilities include:

• Ensuring the appropriateness of accounting policies, any changes in those policies and all significant estimates and judgements
• Reviewing the effectiveness of internal controls, compliance and risk management systems (including whistleblowing arrangements)
• Overseeing all aspects of the relationship with internal and external auditors
• Approving policies related to non-audit services
• Making recommendations to the Board of Directors on the dismissal or change of auditors and overseeing tender procedures

Audit Committee membership

• Christine Soden (Chair)
• Dorothee Deuring 
• Trudy Schoolenberg
• Clement Woon
• Maria Ciliberti 
• Heejae Chae

The following is a summary of the Nomination Committee’s responsibilities:

• Reviewing the size and composition of the Board, together with the skills, knowledge, experience and diversity of its members and making recommendations for change as necessary
• Carrying out an annual performance evaluation of the Board, its committees and individual members
• Succession planning for the Board and Executive Leadership Team

Nomination Committee membership

• John O'Higgins (Chair)
• Dorothee Deuring
• Steve Good
• Trudy Schoolenberg
• Christine Soden 
• Clement Woon
• Maria Ciliberti
• Heejae Chae

The following is a summary of the Remuneration Committee’s responsibilities:

• Determining the levels of remuneration for the Chair and Executive Directors and keeping these under review
• Making awards under the annual bonus scheme and LTIP, including setting performance targets
• Monitoring and making recommendations on the design, structure and level of remuneration for all senior executives, ensuring that these are appropriately linked to the Group’s strategy and aligned with the organization’s risk profile

The duties of the Remuneration Committee include:

• Determining of level of compensation for the Chair, the Executive Directors and its ongoing review
• Awarding bonuses under the annual bonus programme and the LTIP
• Setting performance targets

Monitoring and making recommendations on the design, structure and level of remuneration for all executives and ensuring that these are appropriately linked to the Group’s strategy and risk profile

Remuneration Committee membership

• Steve Good (Chair)
• Dorothee Deuring
• John O’Higgins
• Trudy Schoolenberg
• Christine Soden
• Clement Woon
• Maria Ciliberti
• Heejae Chae