The Board has established a number of committees to deal with specific matters. Brief particulars are set out below:
- Audit, Risk and Compliance Committee – Mr. David Brabazon (Chairman), Dr. Oern Stuge and Mr. James Reinstein;
- Nominations Committee - Dr. Oern Stuge (Chairman), Mr David Brabazon, Mr Antoine Papiernik and Mr. James Reinstein;
- Remuneration Committee – Mr. James Reinstein (Chairman), Mr. David Brabazon, Mr. Antoine Papiernik, and Dr. Oern Stuge.
Audit, Risk and Compliance Committee
The Audit, Risk and Compliance Committee is chaired by Mr. David Brabazon. The chief financial officer and chief executive officer may also be invited to attend meetings of the committee. It meets at least three times a year and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on. The committee also meets with and reviews findings of the audit with the external auditor. It meets with the auditors at least once a year without any members of management being present and is also responsible for considering and making recommendations regarding the identity and remuneration of such auditors.
The Nominations Committee is chaired by Dr. Oern Stuge. It meets at least two times a year and considers the selection and re-appointment of directors. It identifies and nominates candidates for all Board vacancies and reviews regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes.
The Remuneration Committee is chaired by Mr. James Reinstein. It meets at least three times a year and considers and recommends to the Board the framework for the remuneration of the chief executive officer, chairman, company secretary, chief financial officer, executive directors and such other officers as it is designated to consider and, within the terms of the agreed policy considers and recommends to the Board the total individual remuneration package of each executive director including bonuses, incentive payments and share awards. It reviews the design of all incentive plans for approval by the Board and (if required) Shareholders and, for each such plan, recommends whether awards are made and, if so, the overall amount of such awards, the individual awards to executive directors and senior executives and the performance targets to be used. No director is involved in decisions concerning his/her own remuneration.