Directors' Responsibilities & Committees

The directors are responsible for preparing the Director’s Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year.

The financial reporting framework that has been elected to prepare the financial statements is the applicable law and International Financial Reporting Standards (“IFRSs”).

The group and parent company financial statements are required by law to give a true and fair view of the state of affairs of the group and the parent company and of the profit or loss for that period.

In preparing these financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy, at any time, the financial position of the parent company and enable them to ensure that the financial statements comply with the Companies Act 1985. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Audit Committee

The role of the Audit Committee is to oversee the nature and scope of the annual audit, management's reporting on internal accounting standards and practices, financial information and accounting systems and procedures and the Company's financial reporting statements. The Audit Committee's primary objectives include assisting the Directors in meeting their responsibilities in respect of the Company's financial continuous disclosure obligations and overseeing the work of the Company's external auditors. The Audit Committee comprises Paul Turner (committee chairman), Ian Perkins and Fred Jones

Corporate Governance Committee

The purpose of the Corporate Governance Committee is to assist the Board of Directors in developing and implementing the Company’s corporate governance guidelines and with applicable legal, regulatory and listing requirements in respect of corporate governance. The committee also assists the nomination committee with determining the composition of the Board of Directors and its Committees.  Lastly, it is tasked with developing and overseeing a process to assess the Board Chair, the Board, Board Committees, Chairs of Committees, and individual Directors; and overseeing the Company’s policies concerning business conduct, ethics, public disclosure of material information and other matters. The Corporate Governance Committee comprises Edzo Wisman (committee chairman), Itai Mazaiwana and Fred Jones.

Nomination Committee

The Nomination Committee is responsible for identifying candidates to fill vacancies on the Board, as and when they arise, and nominate them for approval by the Board. The Nomination Committee comprises Paul Turner (committee chairman), Edzo Wisman and Itai Mazaiwana

Remuneration Committee

The Remuneration Committee makes recommendations to the Board on the remuneration policy that applies to Executive Directors and senior employees. The Remuneration Committee comprises Ian Perkins (committee chairman), Paul Turner and Fred Jones.

 

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