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Board Committees

The board has established sub-committees responsible for audit, remuneration, sustainability and nominations issues. In addition, a Chairman's Committee operates under delegated authority between scheduled board meetings. These committees help the board ensure high standards of corporate governance are maintained across the Group.

The committees are governed by terms of reference, set and approved by the board, which are reviewed annually. The membership of each committee can be found in the board of directors section.

More details on the activities of each committee are set out in the Governance report of the 2019 Annual Report.

  • Audit Committee
  • Nominations Committee
  • Sustainability Committee
  • Remuneration Committee
  • Chairman's Committee

Audit Committee

The Audit Committee helps the board to monitor decisions and processes designed to ensure the integrity of financial reporting, sound systems of internal control and risk management.

The committee is responsible for financial reporting; internal controls, including internal controls over financial reporting; internal audit and assurance; external auditors (appointment and relationship); the effectiveness of the risk management framework; and the integrity and compliance programme.

In carrying out its responsibilities the Committee has full authority to investigate all matters that fall within its terms of reference. Accordingly, the Committee may:

  • obtain independent professional advice in satisfying its duties at the Group's expense
  • have the direct access to the resources of the Group as it may reasonably require, including the external and internal auditors

Nominations Committee

The Nominations Committee helps the board ensure its composition is regularly reviewed and refreshed in order that it is effective and able to operate in the best interests of shareholders.

The Committee develops and agrees the desired profiles of potential candidates for board membership. It oversees the recruitment process and engages external search consultants to manage searches on its behalf, including constructing shortlists comprising candidates from diverse backgrounds. Following a final review of shortlisted candidates, the Committee makes recommendations for new board members to the board for approval.

On behalf of the board, the Committee also reviews proposals for appointments to the Executive Committee and monitors executive succession planning.

Sustainability Committee

The Sustainability Committee helps the board oversee strategies designed to manage social and environmental risks, including management processes and standards, and comply with social and environmental responsibilities and commitments. The Committee reviews the effectiveness of management policies and procedures relating to safety, health, employment practices, relationships with neighbouring communities, environment, human rights, land access, political involvement and sustainable development.

Remuneration Committee

The Remuneration Committee helps the board ensure that remuneration policy and practices reward employees and executives fairly and responsibly, with a clear link to corporate and individual performance, and having regard to legal requirements and sound corporate governance.

Chairman’s Committee

The Chairman's Committee acts on behalf of the board between scheduled board meetings, either in accordance with authority delegated by the board or as specifically set out within its terms of reference. It supports the functioning of the board and ensures that its business and committees are properly planned and aligned with management.

When mandated by the board, the Chairman's Committee will consider urgent matters between board meetings, and deal with the implementation of board decisions on transactions and other corporate matters. Other than for the chairman of the board, the Committee performs the annual review of non-executive directors' fees and makes a recommendation to the board, as appropriate.