The Chairman leads the Company’s approach in the key areas including governance, corporate culture and risk appetite. The Chairman is the main point of contact for shareholders and other stakeholder groups.
The CEO has recently been appointed to lead the Company and implement the strategy to focus on value accretive M&A, proven resources and targeting robust cash flow to support sustainable shareholder returns.
A formal schedule of matters reserved for the Board’s decision includes acquisitions and disposals, strategic planning, authorisation of major capital expenditure and major contractual arrangements, approval of budgets and financial statements, taking on debt, as well as setting policies for the conduct of business including the remuneration policy of Directors and senior management.
As the Board has only recently been constituted, and it is intended that further appointments will be made, Committees’ membership will remain under review and subject to change as the Board evolves.
The Audit Committee’s primary purpose is to review and report on the integrity of the consolidated financial statements and to monitor the Company’s internal control arrangements including compliance with Group policies and procedures and its risk evaluation statements. The terms of reference for the Audit Committee can be found here.
Gavin Wilson is the Chairman of the Audit Committee: Anastasia Deulina is a member of the Committee. Anastasia is the CFO and will only remain on the Committee until a further independent Non-Executive Director has been appointed with the requisite financial experience. These appointments do not currently comply with the Audit Committee’s Terms of Reference and will be reviewed once further Board appointments have been made.
The Remuneration Committee ensures executive remuneration is structured to align the performance of the Executives with the expectations of the Company’s stakeholders. It is also responsible for ensuring remuneration of the Non-Executive Directors is appropriate and proportionate. The terms of reference for the Remuneration Committee can be found here.
Gavin Wilson is the Chairman of the Remuneration Committee: Jeffrey MacDonald is a member of the Committee.
The Nominations Committee reviews Board composition considering size, composition and balance of skills, experience and personal qualities in place and any areas which need strengthening. The Committee considers succession planning for the Board directors and leads any Board recruitment process, including the appointment of search agents. The terms of reference for the Nominations Committee can be found here.
Jeffrey MacDonald is the Chairman of the Nominations Committee: Gavin Wilson and Paul McDade are members of the Committee.
In the future a Sustainability, Heath, Environment & Safety Committee will be formed for oversight of operations.