Corporate Governance

The Audit Committee provides the Board with additional assurance regarding the quality and reliability of financial information used by the Board and the financial statements of the Group. The Committee reviews the internal and financial control systems, accounting systems and reporting and internal audit functions. It liaises with the Group’s external auditors and monitors compliance with legal requirements.

Furthermore, the Audit Committee assesses the performance of financial management, approves external audit fees and budgets, monitors non-audit services provided by the external auditors against an approved policy and ensures that management addresses any identified internal control weakness. In addition, the Audit Committee oversees the integrated reporting process, risk management systems, information technology risks (as they relate to financial reporting), the Group’s whistleblowing arrangements and policies and procedures for preventing corrupt behaviour and detecting fraud and bribery.

The Audit Committee, which must comprise at least three independent non-executive directors, is chaired by Antonios Djakouris, an independent non-executive director. Other members of the Audit Committee are David Salter, Omar Kamal and Carol Bell, all independent non-executive directors

AUDIT COMMITTEE

The committee will provide the Board with additional assurance regarding the quality and reliability of financial information used by the Board and the financial statements of the Company and its subsidiaries (collectively, the Group). In addition, the Audit Committee will review the internal control systems, the financial control systems, the accounting systems and reporting and the internal audit functions. It will also liaise with the Group's external auditors and monitor compliance with legal requirements, ensure management addresses any identified internal control weakness, assess the performance of financial management, approve external audit fees, budgets, plans and performance, and establish a policy regarding non-audit services provided by the external auditors.

The committee, which must comprise at least three independent non-executive directors, is chaired by Antonios Djakouris, and independent non-executive director. Other members of the Audit Committee are David Salter, Omar Kamal and Carol Bell, all non-executive directors. The Group’s independent external auditors will attend committee meetings by invitation. It is intended that the Audit Committee will meet at least twice per annum.


RISK COMMITTEE

The Risk Committee reviews management reports on the adequacy and effectiveness of the Group’s operational risk management functions, ensures compliance with the Group’s risk management policies and reviews the adequacy of the Group’s insurance coverage.

The Risk Committee controls the complete process of risk management, the evaluation of its effectiveness and approval of recommended risk management and internal control strategies, systems and procedures are key Board responsibilities. For this reason, the Risk Committee comprises the entire Board and is chaired by Antonios Djakouris.


NOMINATION COMMITTEE

The Nomination Committee ensures that the procedures for appointments to the Board are formal and transparent by making recommendations to the Board on all new Board appointments in accordance with the Company’s policy for Board appointments. It does so by regularly evaluating the Board performance, undertaking performance appraisals of the Chairman and directors, evaluating the effectiveness of Board committees and making recommendations to the Board. The Nomination Committee also considers and approves the Board succession plans.

The Nomination Committee is chaired by David Salter, the Lead Independent Director. Other members of the Committee are Antonios Djakouris, an independent non-executive director, and Loucas Pouroulis, the Executive Chairman. Loucas Pouroulis is entitled to participate and contribute to the Nomination Committee, but is not entitled to vote on any matter before the Nomination Committee. In the event of a tied vote, David Salter has a casting vote. The Chief Executive Officer, Phoevos Pouroulis, attends meetings by invitation, if required.


REMUNERATION COMMITTEE

The Remuneration Committee considers the remuneration framework of the Executive Chairman, Chief Executive Officer, Chief Finance Officer, the Company Secretaries and other members of the executive management of the Company and its subsidiaries, with reference to local and international benchmarks. The Committee also considers bonuses, which are discretionary and based upon general economic variables, the performance of the Company and each individual’s performance against personalised key performance indicators, allocations in terms of the Group’s incentive schemes and certain other employee benefits and schemes.

All members of the Remuneration Committee are independent non-executive directors. The Committee is chaired by Antonios Djakouris and other members of the Committee are David Salter, Carol Bell and Roger Davey. The Chief Executive Officer and Chief Finance Officer are invited to attend meetings of the Committee to make presentations, except when their own remuneration is under consideration.


SAFETY, HEALTH AND ENVIRONMENTAL COMMITTEE

The Safety, Health and Environment Committee will develop and review the Group's framework, policies and guidelines on safety, health and environmental management, monitor key indicators on accidents and incidents within the Group's operations and consider developments in relevant safety, health and environmental practices and regulations.

The Safety, Health and Environmental Committee is chaired by David Salter, an independent non-executive director. The other members of the committee are Antonios Djakouris and Carol Bell, independent non-executive directors. It is intended that the committee will meet at least twice per annum.


SOCIAL AND ETHICS COMMITTEE

The Committee’s objective is, inter alia, to assist the Board in ensuring that the Company and the other entities in the Group are and remain committed, socially responsible corporate citizens by creating a sustainable business and having regard to the Company’s economic, social and environmental impact on the communities in which it operates, which amongst others, include public safety, HIV/AIDS, environmental management, corporate social investment, consumer relationships, labour and employment, the promotion of equality and ethics management.

As required by the JSE Listings Requirements, the Board established a Social and Ethics Committee. The full Board attended the inaugural meeting of the Committee and resolved that the Committee shall comprise the members of the Audit Committee and the Chief Executive Officer. David Salter has been appointed as the Chairman of the Committee and other members are Antonios Djakouris, Omar Kamal, Carol Bell and Phoevos Pouroulis.


NEW BUSINESS COMMITTEE

The Board established a New Business Committee, responsible for the investigation and assessment of new projects and business opportunities, particularly from a strategic, technical and operational point of view, and the identification of project related risks, and safety, health and environmental risks.

The Committee is not authorised to approve individual projects or investments or commit the Company, but works with executive management to review and evaluate new business opportunities and initiatives and make recommendations to the Board for approval.

The Committee has the right of access to management and/or external consultants and the right to seek additional information or explanations.

The Committee is chaired by Roger Davey and other members are David Salter, Carol Bell, Loucas Pouroulis and Phoevos Pouroulis. Michael Jones attends meetings as a permanent invitee.