
Committees
Audit Committee
The Audit Committee currently comprises three independent Non-executive Directors and is chaired by John Matthews.
The Audit Committee, which has Terms of Reference agreed by the Board and available to shareholders on request, now meets four times a year to review the Company’s accounting policies; to monitor the integrity of the Company’s financial statements and announcements; to approve the Company’s Prospect Inventory which is produced every six months, to review internal control and risk management systems and compliance procedures; and to make recommendations to the Board to be put to shareholders for their approval in general meetings, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor. The Audit Committee also meets to review and provide a Reserves Assurance Process. The Chief Executive Officer, the Chief Financial Officer and Company Secretary are invited to attend meetings of the Audit Committee.
Remuneration Committee
The Remuneration Committee is chaired by David Walker and currently comprises two independent Non-executive Directors. The Chief Executive attends meetings by invitation. During 2010 the Remuneration Committee met three times and it will meet
four times in 2011.
Under its Terms of Reference, it assists the Board to determine the remuneration arrangements and contracts of the Executive Directors and senior employees. It also assesses Company capability, reviews the Board and Executive Committee members’ Key Performance Indicators and reviews personal development requirements and performance related pay.
No Director is involved in deciding his own remuneration. The Directors’ Remuneration Report, which includes details of the Directors’ interest in options and in shares held by the Company’s Employee Benefit Trust together with information on service contracts, is set out on pages 48 to 52 of the latest annual report.
Nominations Committee
The Nominations Committee is chaired by John Conlin and comprises three independent Non-executive Directors and the Chief Executive Officer. Under its terms of reference, it is charged with finding suitable candidates for nomination for appointment to the Board.