1. The Audit and Risk Committee
The Audit Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) that is charged with assisting the Board in fulfilling its responsibility to oversee the Company’s accounting and financial reporting processes, the audits of the Company’s financial statements and the Company’s Ethics and Compliance Program.
The Committee reviews the Company’s financial reports and other financial information, the Company’s internal accounting and financial controls, its controls and procedures relating to public disclosure of information, the audit of the Company’s financial statements by the Company’s independent auditors (hereinafter referred to as the “Auditors”) and the conduct of the Company’s Ethics and Compliance Program.
The Board shall ensure that the Company provides the Audit Committee with the resources needed to carry out its responsibilities and to exercise its authority under this Charter, including staff and administrative support, as well as continuing education.
Any issue of significant financial misconduct shall be brought by the Company’s management (“Management”) or by the Chief internal Auditor (the “internal Auditor”) to the attention of the Committee for its consideration.
Each year, the Committee will assess its own performance and the adequacy of this Charter and will recommend any changes regarding either of them to the Board.
2. Compensation and Nominating Committee
The Corporate Governance and Nominating Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) that assists the Board in fulfilling its oversight function with respect to the broad
range of issues surrounding the composition, operation and effectiveness of the Board, principally including—
The development and recommendation to the Board of appropriate corporate
governance principles and rules.The recommendation to the Board of appropriate policies and procedures to ensure the effective functioning of the Board. The evaluation and recommendation to the Board of nominees for election to the Board. Addressing any related matters required by the Company Act 2012.
The duties and responsibilities enumerated in this Charter are the recurring activities of the Committee in carrying out its responsibilities. The Committee also has such other duties and responsibilities as may be delegated to it by the Board from time to time.
The Compensation and Nominating Committee is currently comprised of three
independent Directors with adequate expertise in the areas of finance or
compensation policies.
3. Business Development Committee
The Committee has information gathering functions and is responsible for identifying and classifying business Transactions, also checking if the transactions are of greater or minor importance.
It is entrusted with investigative, advisory, supervisory and assessment powers, in
connection with the implementation and realization of projects. The Committee is
composed of the following Directors