Committees
The committee is committed to its primary role of assisting the Board in achieving the Group’s strategic objectives whilst protecting stakeholder interests.
Committee members
- Sir Christopher Codrington, Bt
- Mark Martin
- Martin Cocker
All members of the Audit Committee are independent non-executive directors. The qualifications presented in the biographies of the members of the Committee can be found on pages 56-57 of our 2018 Annual Report and their respective contributions to the activities of the committee demonstrated that the committee as a whole has competence in oil and gas upstream and downstream operations, and that it also has the necessary levels of competence in accounting and auditing as well as recent and relevant financial experience.
Key responsibilities
There were no substantial changes in the key areas of responsibility of the committee as categorised below:
- Review the Group’s annual and interim reports including financial statements, formal announcements of financial results and other related announcements;
- Review the effectiveness of the Group’s internal control and risk management systems;
- Monitor compliance with applicable regulatory and legal requirements and the Group’s Code of Conduct;
- Monitor and review the effectiveness of the Group’s internal audit function;
- Maintain the relationship with the Company’s external auditor and oversee its appointment, remuneration and terms of engagement whilst continually assessing its independence and objectivity; and
- Review audit findings and assess the standard and effectiveness of the external audit.
Documents:
The committee is committed to its primary role of assisting the Board in achieving the Group’s strategic objectives whilst protecting stakeholder interests.
Committee members
- Sir Christopher Codrington, Bt. (Chairman)
- Kaat Van Hecke
- Mark Martin
The Chairman does not have any other significant commitments to report.
Key responsibilities
- Lead the process for Board appointments and make recommendations to the Board regarding candidates for appointment or re-appointment as directors;
- Monitor and make recommendations to the Board on Board governance and corporate governance issues, to enable the Board to operate effectively and efficiently;
- Regularly review the structure, size and composition (including skills, knowledge and experience) required of the Board;
- Keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace; and
- Review annually the time required from non-executive directors.
Documents:
Committee members
- Mark Martin (Chairman)
- Sir Christopher Codrington, Bt
- Martin Cocker
None of the Committee members has day-to-day involvement with the business. Their biographies can be found on pages 56-57 of the 2018 Annual Report.
Key responsibilities
- The Remuneration Committee assists the board in determining its responsibilities in relation to remuneration, including making recommendations to the board on its policy on executive remuneration, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of senior management below the level of the board. The remuneration of the non-executive directors is a matter for the board as a whole.
- The Board and the Committee are committed to continuing their engagement and dialogue with the Company’s shareholders and their advisory bodies on these and other matters and welcome their feedback.
- The remuneration of the Chairman, the Chief Executive, the Chief Financial Officer, the Company Secretary and all other senior members of executive management is determined by the Committee under delegated powers from the Board and in accordance with the committee’s terms of reference. The Chairman and the executive members of the Board determine the remuneration of all non-executive directors, including members of the committee.
- In accordance with the terms of reference, members of the committee shall be appointed by the Board on the recommendation of the Nomination and Governance Committee in consultation with Mark Martin as Chairman of the Committee. The committee must always include at least three independent non-executive directors who comprise a majority of the committee.
Documents:
Following on from discussions by the Board during 2018, the Company is in the process of forming a Health, Safety, Environment and Communities Committee of the Board.
Committee members
- Kaat Van Hecke
- Martin Cocker
Key responsibilities
- Attention to climate change issues will be among the principal duties of this committee;
- Working with our operational teams on site, compiling and evaluating the relevant information for the Company to self-report environmental data in 2019 using CDP submission process;
- Assessing the requirements for TCFD disclosure and analyzing our preparedness to meet these; and
- Working with the Audit Committee and the Board to include climate change among the principal risks and uncertainties faced by Nostrum and to endeavor to quantify climate change – related risks.
