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Governance

Last updated September 27,


Statement of Compliance

Thursday, September 27, 2018
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Audit committee

The audit committee will assist the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Group’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. Membership of the Audit Committee comprises Mike Reynolds, Barmak Meftah, and Nico Goulet and it is chaired by Mike Reynolds. The audit committee will meet formally not less than two times every year and otherwise as required.


Remuneration committee

The remuneration committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Executive Directors, the company secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to their own remuneration. The membership of the remuneration committee comprises Mike Reynolds, Nico Goulet, and Barmak Meftah and the committee is chaired by Mike Reynolds. The remuneration committee will meet not less than two times a year and at such other times as the chairman of the committee shall require.


Nominations committee

The Nomination Committee will have responsibility for reviewing the structure, size and composition of the Board and recommending to the Board any changes required, for succession planning and for identifying and nominating for approval of the Board candidates to fill vacancies as and when they arise. The Committee is also responsible for reviewing the results of the Board performance evaluation process and making recommendations to the Board concerning suitable candidates for the role of senior independent director and the membership of the Board’s committees and the re-election of Directors at the annual general meeting. The membership of the Nomination Committee comprises Mike Reynolds, Nico Goulet and Barmak Meftah and the committee is chaired by Mike Reynolds. The nomination committee will meet not less than once a year and at such other times as the chairman of the committee shall require.