Corporate Governance

Tharisa is committed to upholding the highest standards of corporate governance. The board provides effective leadership and direction to the Group’s businesses and ensures accountability and transparency of its operations.

The board has five sub-committees which operate within the approved terms of reference.

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 Ioannis Drapaniotis and David Salter, both of whom are independent non-Executive directors and non-Executive director Omar Kamal. 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 will review management reports on the adequacy and effectiveness of the Group's risk management functions, ensure compliance with the Group's risk management policies and review the adequacy of the Group's insurance coverage.

The committee, which must comprise at least three members which includes executive and non-Executive directors, is chaired by Antonios Djakouris. Other members of the Risk Committee are independent non-Executive directors David Salter and Ioannis Drapaniotis, the Executive Chairman Loucas Pouroulis, the Chief Executive Officer Phoevos Pouroulis, the Chief Financial Officer Michael Jones and non-Executive directors Omar Kamal and Brain Cheng.It is intended that the Risk Committee will meet at least twice per annum.


NOMINATION COMMITTEE

The Nomination Committee will ensure 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 will do 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 will also determine 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 entitle to participate and contribute to the committee but is not entitled to vote on any matter before it. In the event of a tied vote, David Salter has a casting vote. It is intended that the Nomination Committee will meet at least twice per annum and whenever necessary to fulfil its responsibilities.


REMUNERATION COMMITTEE

The Remuneration Committee will consider the remuneration framework of all of the Company’s employees, including the exact remuneration for Directors and senior employees, with the assistance and guidance of independent experts. The committee will also consider bonuses, which are discretionary and based upon general economic variables, the performance of the Company and each individual’s performance, share options and certain other employee benefits and schemes. No remuneration of any nature shall be paid, increased or varied to any director without the prior approval of the members of the Remuneration Committee. The committee will also produce an annual remuneration report to be approved by Shareholders at the Company's annual General Meeting.

The Remuneration Committee, which must only comprise of members of the Board, all of which are non-Executive directors (of which the majority must be independent), is chaired by Antonis Djakouris, an independent non-Executive director. Other members of the committee are Ioannis Drapaniotis and David Salter, independent non-Executive directors. It is intended that the Remuneration Committee will meet at least twice per annum.


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 Ioannis Drapaniotis, independent non-Executive directors. It is intended that the committee will meet at least twice per annum.