Monitoring progress against strategy of the Group and ensuring long term success for the benefit of all stakeholders;
Ensuring that adequate resources are available so that strategic objectives may be achieved through the annual planning process and ongoing monitoring;
Ensuring that the Group’s internal control systems (both financial and operational) are fit for purpose and operating as they should be;
Reporting to and maintaining relationships with stakeholders; – Compliance with laws and regulations and good corporate governance;
Dividend policy;
Treasury policy;
Insurance policy;
Major capital expenditure;
Acquisitions and disposals;
Board structure; and
Remuneration policy.
Executive directors
Executive Directors are responsible for:
Ensuring the Group strategy is executed effectively via the Executive Committee;
Monitoring Group performance;
Managing the Group’s financial affairs; and
Implementing the system of internal control.
Audit and risk committee
The Audit and Risk Committee is responsible for:
Monitoring the integrity of financial reporting and reviewing the Group’s risk management systems on behalf of the Board, including reviewing the work of Group Internal Audit;
Overseeing the statutory audit process:
Monitoring quality of the audit process and resultant findings;
Recommending appointments to the Board;
Monitoring independence and objectivity, including monitoring auditor rotation and developing policy on non-audit services provided;
Approving auditor remuneration and terms of engagement; and
Overseeing the audit tender process, if applicable.
Remuneration committee
The Remuneration Committee is responsible for:
Assessing, reviewing and agreeing with the Board the remuneration policy for the Board and senior management excluding the non-executive Directors;
Assessing and reviewing the remuneration policy and benefit structure for Group employees; and
Monitoring the share incentive plans including participation and exceptional circumstances and amending the design of the plans in line with best practice
Nominations committee
The Nominations Committee is responsible for:
Reviewing the structure, size, skills and experience of the Board and making recommendations regarding any changes;
Considering succession planning for Directors and other senior executives; and
Making recommendations to the Board for candidates to fill Board vacancies when they arise, normally using the services of professional consultants in the search.
Executive committee
The Executive Committee is responsible for:
Executing Group strategy and policies;
Considering operational business issues;
Reviewing risk reporting and taking necessary actions; and
Managing business performance.
Internal audit
Group Internal Audit report directly to the Audit Committee who ensure that adequate resources are directed to the department to support their objectives.
