Board Committees

Subject to specific fundamental, strategic and formal matters reserved for its decision, the board has delegated certain responsibilities to standing sub-committees, which operate within defined terms of reference established by the board. There are three principal standing committees, led by the non-executive chairmen, and written terms of reference with recommended best practice for LuSE/AIM listed companies/ICSA, and the requirements from co-operating partners.

The board currently has the following sub-committees to assist with its duties:

Note: Executive directors attend all meetings by standing invitation

To ensure the integrity of the financial reporting and audit process, including review of the interim and annual financial statements before they are submitted to the board for final approval.
To ensure that a sound risk management and internal control system is maintained as well as reviewing the system for monitoring compliance with applicable laws and regulations.
To give due consideration and review of corporate governance matters in accordance with relevant frameworks, including the LuSE Corporate Governance Code and the UK QCA Code.

To monitor and review the reports and function of the internal audit department, in line with its own charter, which requires systematic evaluation of the effectiveness of risk management, control, compliance and governance processes for the group.
To meet the external auditors at least once a year without the presence of any executive directors.
To consider and make recommendations to the board, to be put to shareholders for approval at the annual general meeting, as regards the appointment and/or reappointment of the company’s external auditor.
To monitor the ethical conduct of the company, its executives and senior officials.

To regularly review the structure, size, knowledge, experience and diversity of the board, as well as the sub-committees of the board, and make recommendations to the board with regard to any changes.
To identify, evaluate and nominate for the approval of the board candidates to fill board vacancies as and when they arise.
To give full consideration to succession planning for directors and other senior executive management, and in particular, for the key roles of chairman and Chief Executive Officer of the company. The appointment of CEO and directors can only be made following a formal, rigorous assessment by this committee and its formal recommendations being made to the board, having also evaluated the balance of skills, knowledge, experience and diversity on the board.
To determine and agree with the board, the framework or broad policy for the remuneration of the Chief Executive, the chairman of the board, the executive directors, the company secretary and such other members of the executive management of the group to whom the board has extended the remit of the committee.

In determining the remuneration policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the QCA Code and associated guidance. The objective of such policy shall be to ensure that members of the executive management of the group are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the group.
The committee ensures clear, transparent reporting of the remuneration committee’s agreed fees and remuneration, for both the executive directors and non-executive directors, in the formal report of the directors in the annual report. This requires formal approval by the shareholders in an AGM. The chairman ensures he is available to answer any questions/comments put forward by the shareholders in the AGM regarding directors’ fees and remuneration.
Perform evaluations of the board, board committees, respective chairmen and non-executive directors, and recommend training where necessary.

To provide strategic advice and guidance to the board in relation to systemic and strategic environmental and social issues which affect the company’s business model and strategy.
To ensure that the company has adequate and robust systems, policies and procedures for monitoring the environmental and social management of the company, in accordance with applicable legislation and Good International Industry Practice (GIIP), defined by IFC Performance Standards.
To monitor the implementation of the environmental and social action plan and any corrective action plans that may be developed in due course.

To oversee any company investigations relating to breaches of environmental and social laws, regulations and standards and/or the company’s environmental and social policies, management systems and plans.
To ensure good corporate citizenship through promotion of equality, prevention of unfair discrimination and reduction of corruption.
To ensure contribution to development of the communities in which its activities are predominantly conducted, or within which its products or services are predominantly marketed.

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