Our corporate governance framework provides for checks and balances while allowing our management flexibility for prompt decision-making in the ordinary course of business. The Directors have implemented a corporate governance framework that they consider appropriate for the size and current ownership structure of the Group.

 

Board comittees

The Audit and Ethics Committee is appointed by the Board of Directors and consists of a minimum of three members. The current members of the Audit and Ethics Committee are Nelson Oliveira, Simon Poole, Mohsin Sohani and Simon Pitcher, who is chairman of the committee. The Audit and Ethics Committee meets on a quarterly basis and holds a meeting with the external auditor at least once a year without the presence of any executive member.

The role of the Audit and Ethics Committee is to: (i) be responsible to the Board of Directors for the oversight of financial accounting and reporting, internal controls, risk assessment and management, and ethics and compliance, including the integrity of the Group’s procurement process; (ii) be directly responsible for the appointment, compensation and oversight of the independent auditor, including the resolution of any disagreements with management; and (iii) endeavour to work with management and the independent auditor in a spirit of mutual respect and cooperation. Some of the specific duties of the Audit and Ethics Committee include the following:

  • to oversee systems, processes, internal controls and procedures, and compliance with the ethical standards adopted by the Group;
  • to oversee the independent auditor’s qualifications, independence and performance; and
  • to assess compliance with the Group’s procurement policy.

The members of the Remuneration Committee are appointed by, and act at the discretion of, the Board of Directors. The Remuneration Committee consists of a minimum of three members. The current members of the Remuneration Committee are Richard Byrne, David Wassong and Nelson Oliveira, who is chairman of the committee. The Remuneration Committee meets on a quarterly basis.

The Remuneration Committee is responsible for approving key performance indicators for our business and evaluating senior executives’ compensation plans, policies and programmes. Some of the specific duties of the Remuneration Committee include the following:

  • to annually review and approve annual base salaries for employees of each member of the Group;
  • to make recommendations with respect to incentive compensation plans; and
  • to make regular reports to the Board of Directors on the status of outstanding compensation issues.

The members of the Budget Committee are appointed by, and act at the discretion of, the Board of Directors. The Budget Committee consists of a minimum of three members. The current members of the Budget Committee are Kash Pandya, David Wassong and Simon Poole, who is chairman of the committee. The Budget Committee meets on a quarterly basis. Some of the specific duties of the Budget Committee include the following:

  • to work with the Group management teams on the annual Internal Budget Review and stress test detailed assumptions, projections and expectations to ensure that management’s expectations are reasonable and achievable; and
  • to report to the Board of Directors on the process and recommend approval of the annual Budget, highlighting key risks and opportunities considered.