In addition to full Board meetings, the Directors exercise their authority through the following Committees:

Audit Committee

Members: Mr Fischer (Chairman), Mr Gilbert, Mr Grauer

This committee meets at least three times a year and has responsibility for monitoring the integrity of our financial statements. It also oversees our risk management policies and has responsibility for reviewing the effectiveness of our system of internal controls. It oversees our relationship with external auditors and reviews the effectiveness of their processes. It also reviews our internal audit function.

Audit Committee Terms of Reference


Remuneration Committee

Members: Mr Mack (Chairman), Mr Gilbert, Mr Fischer

This committee usually meets at least twice a year; it makes recommendations to the Board on executive director and chairman compensation, as well as exercising an oversight role in relation to other areas of executive remuneration.

Remuneration Committee Terms of Reference


Nominations Committee

Members: Mr Grauer (Chairman), Mr Fischer, Mr Mack

This committee usually meets at least twice a year and has responsibility for recommending appointments of additional or replacement members to the Board, and advising when it is time for current members to retire. It also advises on the appropriate composition of the Board, including retention of current Directors.

Nominations Committee Terms of Reference


Health and Safety, Environmental and Communities (HSEC) Committee

Members: Mr Coates (Chairman), Mr Glasenberg, Dr Hayward, Ms Merrin

The only committee on which an Executive Director (our CEO) sits. It is responsible for formulating and recommending to the Board our policy on health and safety, environment, security and local community issues as they affect our operations.

HSEC Committee Terms of Reference