The Centamin Board has established 4 committees and all committee members are deemed to be independent in accordance with UK corporate governance requirements. The members of each committee are detailed in the table below:
|Gordon Edward Haslam||Robert Bowker||Mark Bankes||Mark Arnesen||Kevin Tomlinson|
|Audit & Risk Committee||✔||✔||C|
|Compliance / Corporate Governance Committee||✔||✔||C|
C Committee Chairman
✔ Committee member
Audit & Risk Committee
The Audit & Risk committee's primary function is to monitor the integrity of Centamin's financial statements and any formal announcements relating to the company's financial performance, by reviewing significant financial reporting judgments contained in them.
The Audit & Risk Committee assists the Board in discharging its responsibility to exercise due care, diligence and skill in the areas of:
Application of accounting policy and reporting of financial information to shareholders, regulators and the general public;
Business risk management and internal control systems, including business policies and practices; and
Corporate conduct and business ethics, including Auditor Independence and ongoing compliance with laws and regulations
The Audit & Risk Committee is scheduled to meet at least five times a year.
For more information on this committee, please view the Audit Committee Charter.
Audit Committee Charter - Centamin plc (133KB PDF)
Remuneration & Nomination Committees
The Nomination and Remuneration Committee's primary functions are to:
Make recommendations to the Board on:
The Company's remuneration, recruitment, retention, termination, superannuation and incentive policies and procedures for Directors and Senior Executives;
The Employee Option Plan;
The development of a process for evaluation of the performance of the Board, its Committees and Directors
Review the necessary and desirable competencies, skills, knowledge and experience of Directors;
Review the Board succession plans; and
Make recommendations for the appointment, re-election and removal of Directors to the Board.
Meetings shall be held when required, but in any event shall be held not less than once per calendar year. The Chairman of Centamin may request a meeting if he reasonably considers that one is necessary.
For more information on this committee, please view the Remuneration Committee and Nomination Committee Charters.
Nomination Committee Charter - Centamin plc (52KB PDF)
Compliance/Corporate Governance Committee
The Compliance/Corporate Governance Committee's primary functions are to:
Assist the Board in fulfilling its fiduciary responsibilities by making recommendations to the Board with respect to the formulation or re-formulation of, and implementation, maintenance and monitoring of the Company's Corporate Compliance Programme and Code of Conduct as may be modified, supplemented or replaced from time to time, designed to ensure compliance with Corporate policies and legal rules and regulations
Ensure that all directors and employees reflect the Company's key values of accountability, fairness, integrity and openness
Oversee the Company's activities in the area of corporate compliance that may impact the Company's business operations or public image, in light of applicable government and industry standards, legal and business trends and public policy issues
Pay particular attention to health and safety, environmental, archaeological and social responsibility issues addressed by the Company
The Committee is scheduled to meet at least once a year.
For more information on this committee, please view the Compliance/Corporate Governance Committee Charter.
The primary functions of the HSES (Health, Safety, Environmental and Sustainability) Committee are to:
Review and monitor the sustainability, environmental, safety and health policies, systems and activities of the Company in order to ensure compliance with applicable health, safety, and environment and community legal and regulatory requirements
Review monthly sustainability, environmental, health and safety reports Review annual reports by management on sustainable development, environmental, safety and health issues
Encourage, assist, support and counsel management in developing short and long term policies and standards to ensure that the principles set out in the sustainability, environmental, health and safety policies are being adhered to and achieved
Regularly review community, environmental, health and safety response compliance issues and incidents to determine on behalf of the Board, that the Company is taking all necessary action in respect of those matters and that the Company has been duly diligent in carrying out its responsibilities and activities in that regard
Ensure that principal areas of community, environmental, health and safety risk and impacts are identified and that sufficient resources are allocated to address these
Ensure that the Company monitors trends and reviews current and emerging issues in the field of sustainability, environment, health and safety and evaluates their impact on the Company
Ensure that the Company's directors are kept advised of their duties and responsibilities related to the scope of this Committee
Make periodic visits, as individual members or as the Committee as a whole to corporate locations in order to become familiar with the nature of the operations, and to review relevant objectives, procedures and performance with respect to sustainability, environment, health and safety
Investigate any extraordinary negative sustainability,environment, health and safety performance where appropriate
Review and make recommendations to the Board with respect to environmental aspects of acquisitions and dispositions with material environmental implications
Provide oversight and guidance with respect to managing relationships with local governments and community relations
Exercise such other powers and performing such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified in this Charter and as may from time to time be delegated to the Committee by the Board
HSES Committee Charter - Centamin plc (85KB PDF)