Board Committees

Key responsibilities

The Nomination and Governance Committee supports the Board in ensuring that the Group has effective governance structures in place, and that the Board and its Committees are appropriately staffed and operate effectively. The Committee identifies qualified individuals to join the Board, recommends any changes to the composition of the Board and its Committees and monitors an annual process to assess Board effectiveness.

This involves:

• monitoring trends, initiatives and proposals in relation to corporate governance
• overseeing and facilitating annual reviews of the Chairman, the Board, its Committees and individual Directors, including externally facilitated reviews evaluating and overseeing the balance of skills, knowledge and experience on the Board and its Committees
• monitoring the independence of Directors
• overseeing Board succession plans and leading the process to identify suitable candidates to fill vacancies, nominating such candidates for approval by the Board and ensuring that appointments are made on merit and against objective criteria, including gender

For more information, please read Terms of Reference (PDF)

Key responsibilities

The Audit and Risk Committee assists the Board in meeting its responsibilities relating to financial reporting and control, and to risk management.

The Committee’s main responsibilities include:

• monitoring the overall financial reporting process, which includes responsibility for reviewing the year-end and half-year financial reports,
• overseeing the external audit process and managing the relationship with the Group’s external auditor,
• reviewing and monitoring the external auditor’s independence and objectivity,
• overseeing internal audit, including monitoring and reviewing the effectiveness of the Group’s internal audit function, plans, processes and findings,
• assisting the Board with its responsibilities in respect of risk management, including reviews of the Group’s risk appetite and key risks, and
• monitoring the performance of the Group’s compliance and crime prevention models.

For more information, please read Terms of Reference (PDF)

Key responsibilities

The Sustainability and Stakeholder Management Committee supports the Board in providing guidance on the Group’s safety, health, environmental and social responsibility strategies and policies, in the oversight of corresponding programmes and in making recommendations to the Board to ensure the views and interests of the Group’s stakeholders are considered in the Board’s deliberations.

The Committee reviews the Group’s framework of safety, health, environmental, human rights and social policies, monitors the Group’s performance in setting and meeting environmental, social, safety and occupational health commitments and provides guidance on how the Company should reflect the views and interests of stakeholders in relation to operational, projects and other business matters. The material subjects and results of this engagement are reported periodically to the Committee through standalone reports and as part of broader Committee discussions.

For more information, please read Terms of Reference (PDF)

Key responsibilities

The Projects Committee reviews all aspects of projects to be submitted for Board approval, highlighting key matters for the Board’s consideration throughout the project’s development and making recommendations to management to ensure that all projects submitted to the Board are aligned with the Group’s strategy and risk appetite.

The Committee adds an important level of governance and control to the evaluation of the Group’s projects and plays a key role in providing the Board with additional oversight of the Group’s projects portfolio. This includes overseeing the establishment of project development guidelines, drawing from best practice, industry experience and lessons learned from other Group projects.

For more information, please read Terms of Reference (PDF)

Key responsibilities

• The Committee ensures that the Group’s remuneration arrangements support both the Group’s purpose and the effective implementation of its strategy to enable the recruitment, motivation, reward and retention of talent.
• The Committee is responsible for setting remuneration for the Chairman, Directors and the CEO and monitoring the compensation strategy, level, structure and reward outcomes for Executive Committee members.
• The Committee actively participates in the Group’s talent management strategy, including reviewing, assessing and implementing succession plans for the Executive Committee.
• The Committee also reviews workforce remuneration and related policies, including the Diversity and Inclusion Policy, the alignment of incentives and rewards with the Group’s culture, the terms and limits of collective negotiations with the Company’s unions and the implementation of policy changes that affect the workforce as a whole.