
Committees
Nominations Committee
The Nominations Committee has been formed since the year-end and, under its terms of reference, is charged with finding suitable candidates for nomination for appointment to the Board. It has recently been responsible for reviewing candidates for the Chairmanship. The Committee consists of three independent Non-executive Directors and the Chief Executive Officer. It is chaired by Mr Walker.
Remuneration Committee
The Remuneration Committee meets at least twice a year. Through its Terms of Reference assists the Board to determine the remuneration arrangements and contracts of the Executive Directors and senior employees.
During the year, the Committee was chaired by John Lippitt who has since been succeeded by David Walker. It now comprises four independent Non-executive Directors, David Prior, Malcolm Pattinson, David Walker (who succeeded Paul Hilton) and John Conlin.
The Chief Executive attends meetings by invitation. During 2009 the Remuneration Committee met twice, with members attending all meetings.
No Director is involved in deciding his own remuneration.
Audit Committee
The Audit Committee currently comprises four independent Non executive Directors and is currently chaired by Malcolm Pattinson who succeeded John Lippitt on his retirement in December. Mr Lippitt took over from Mr Hilton in February 2009 when Mr Hilton was incapacitated as the result of a skiing accident. Through his experiences with major projects when working for Hamilton and BHP and as a member of the Audit Committee of the Geological Society, Mr Pattinson brings considerable relevant experience to the role. Mr Conlin has recently joined the Committee.
The Audit Committee, which has Terms of Reference agreed by the Board and available to shareholders on request, meets at least twice a year to: review the Company's accounting policies; to monitor the integrity of the Company's financial statements and announcements; 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. Previously meetings were attended, by invitation, by the former Managing Director, Michael Seymour and the former Commercial Director, Frank Jackson. Since the restructuring of the Board, the Chief Executive Officer and the Chief Financial Officer are invited to attend.
The Audit Committee is satisfied that the company's auditors are independent.