The Board of Directors holds scheduled Board Meetings approximately six times per year plus such other ad-hoc meetings as are deemed necessary to deal with urgent business matters.
The Company has established subcommittees of the Board, comprising an Audit Committee, a Remuneration Committee and a Risk Committee, each of which has its own written terms of reference. A copy of these terms of reference is available on the Company's website. A detailed schedule of matters reserved to the Board has been revised and adopted during the year. The Company also has a Code of Business Conduct and Ethics, a Whistleblower Policy and has also established a formal Health, Safety & Environment ("HSE") Policy, all of which have been disseminated throughout the Group.
Audit Committee
The Audit Committee meets at least three times each year to discuss the review of the Interim Financial Statements, to agree the plan for the audit of the year-end Financial Statements and to review the outcome of that audit. For the annual results the independent auditors are invited to discuss the conclusions arising from their audit and their assessment of the Group's internal controls. The Audit Committee also reviews annually, in detail, the risks and uncertainties facing the Group prior to the submission of the annual risk report to the Board. The Chairman of the Audit Committee is Andrew West and the other participating members of the committee are David Cowan and Kenneth Judge.
The activities of the Audit Committee are governed by terms of reference which address the mandate of the committee, its composition, the independence and expertise of the members, frequency of meetings, and its responsibilities which include oversight of the external audit function, risk management, internal controls, financial reporting, and the provision by the auditors of non-audit services. The Audit Committee has the power to engage such external advisers as it deems necessary to discharge its responsibilities.
Audit Committee Terms of Reference
Remuneration Committee
The Remuneration Committee meets at least once per year and is responsible for setting the remuneration of the Board of Directors, including any pension and share incentive plan awards, and for establishing guidelines for the remuneration of staff in general, with closer scrutiny of the remuneration of senior management. The Chairman of the Remuneration Committee is David Cowan and the other participating member is Andrew West.
Remuneration Committee Terms of Reference
Risk Committee
The mandate of the Risk Committee is to review on an ongoing basis the risks potentially facing the Group, their potential impact, the strategies available to mitigate those risks and the costs of such mitigation. The remit of the committee also includes oversight of the Group's system of internal controls and its policies and procedures, including those pertaining to conduct of business, health and safety, and environment. The Risk Committee is comprised of senior members of Executive Management, including Ric Malcolm, Andrew Rose and the Group Vice President, Engineering and Projects. It reports to the Audit Committee with regard to the latter's responsibility for oversight of risk management and internal controls in the Group.
Risk Committee Terms of Reference
Code of Business Conduct and Ethics
The Code of Business Conduct and Ethics policy addresses the workplace environment (including non-discrimination, harassment, substance abuse, violence and employment of family members), HSE, relationships with third parties (including conflicts of interest, gifts and entertainment, competitive practices, supplier and contractor relationships, public relations and governmental relations), legal compliance, information and records, use and misuse of Group assets and reporting of violations.
Whistleblower Policy
The Whistleblower Policy provides a confidential and anonymous means whereby persons can report any matter relating to the Group which, in the view of the complainant, is illegal, unethical, contrary to the policies of the Group or in some other manner not right or proper.
All Directors, Officers, employees, consultants and contractors of the Company and its subsidiaries are made aware of the Policy, a copy of which has been distributed to all staff.
Health, Safety & Environment Policy
A primary goal of the Group is the protection of Health, Safety and Environment ("HSE"). The Group is dedicated to continuous efforts to make its operations compatible with protecting people, property and the environment.
This policy, whose implementation is overseen by the Chief Executive Officer, governs the Group's operations and is specifically designed to:
- comply with and exceed relevant HSE legislation, regulations and other requirements;
- maintain and develop systems to identify, assess, monitor, review and control HSE issues;
- set HSE objectives and targets;
- implement mechanisms to communicate with and to obtain input from employees, contractors, partners and associates;
- coordinate HSE policy, including the HSE management systems of contractors, to provide a unified system to guide operations; and
- institute a site-specific Emergency Response Procedure ("ERP") so that immediate actions are taken, without delay, to minimise danger to personnel, the environment and property. ERPs will be rehearsed prior to commencing operations to ensure that personnel make the appropriate responses in the event of emergency.
The Group closely monitors activities to ensure to the best of its knowledge there is not potential for any such breach. There have been no convictions in relation to breaches of this Act recorded against the Group during the reporting year.