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 is in place.
The Company has a Code of Business Conduct and Ethics, which was amended during the year in light of the UK Bribery Act, and an Employee Handbook containing all Group policies and procedures. These include, inter alia, a Whistleblower Policy.
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 cover its mandate, 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
The Remuneration Committee meets at least once per year and is responsible for setting the remuneration of the Board of Directors, including 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
The mandate of the Risk Committee is to review on an ongoing basis the risks 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 the Chief Executive, the Chief Financial Officer and the Group Vice President, Engineering and Projects. It reports to the Audit Committee pursuant 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 sets out the Group's policy in relation to the payment of bribes (including facilitation payments), conflicts of interest, gifts and hospitality, charitable and political donations, and business relationships generally (including the promotion of fair competition).
The Code states clearly that the direct or indirect offer or payment of bribes in any form is unacceptable, as is the solicitation or receipt of bribes from others, and that the payment of money or the provision of gifts or services to public officials in order to influence them in any decision concerning the Group is strictly prohibited.
The Employee Handbook contains the Group's policies and procedures governing such matters as the workplace environment (including non-discrimination, harassment, substance abuse, and employment of family members), grievance and disciplinary procedures, maternity and paternity leave, corporate disclosure, share dealing, health & safety and information technology. It also includes the 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.
Health, Safety & Environment Policy
A primary goal of the Group is the protection of Health, Safety and Environment ("HSE"). This policy, whose implementation is overseen by the Chief Executive Officer, governs the Group's operations and is specifically designed to:
- comply with 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.