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The Board is responsible for approving the Company’s strategy and monitoring its implementation, for managing the operations of the Company and for providing leadership and support to the senior management team in achieving sustainable added value for shareholders. It is also responsible for enabling the efficient operation of the Group by providing adequate financial and human resources and an appropriate system of financial control to ensure these resources are fully monitored and utilised.
The Board has delegated authority to a number of committees to ensure the efficient implementation of good governance practices.
The governance framework is illustrated below (page references are on the 2020 Annual Report which can be downloaded here)
The role of the Audit Committee is to:
The Audit Committee is chaired by Eileen Kamerick who brings expertise in relation to financial reporting and risk management given her career as a senior finance professional working across sectors including investment banking, recruitment, healthcare and the extractive industry. The other members of the Audit Committee are Michael Rawlinson and Jill Gardiner. All members are considered to be Independent Directors. The lead partner of the external auditors, the Executive Directors and the Head of Internal Audit attend each Audit Committee meeting by invitation.
Audit Committee Terms of Reference
The role of the Sustainability Committee is to oversee and to make all necessary recommendations to the Board in connection with corporate social responsibility issues as they affect the Company’s operations. In particular, it focuses on compliance with national and international standards to ensure that effective systems of standards, procedures and practices are in place at each of the Company’s operations. The Sustainability Committee is also responsible for reviewing management’s investigation of incidents or accidents that occur in order to assess whether policy improvements are required.
The Sustainability Committee is chaired by Tracey Kerr and its other members are Ignacio Bustamante, Eileen Kamerick and Mike Sylvestre.
Sustainability Committee Terms of Reference
The role of the Nomination Committee is to identify and nominate candidates for the approval of the Board to fill Board vacancies and make recommendations to the Board on Board composition and balance. The Nomination Committee also prepares the Chairman’s job description including any other significant commitments which he should be responsible for. In addition, the Nomination Committee has been authorised by the Board to review Directors’ external interests with regards to any actual, perceived or potential conflicts of interests.
The members of the Nomination Committee are Eduardo Hochschild (Chair), Jorge Born Jr., Jill Gardiner, Nicolas Hochschild, Eileen Kamerick, Tracey Kerr, Michael Rawlinson and Mike Sylvestre.
Nomination Committee Terms of Reference
The role of the Remuneration Committee is to determine and agree with the Board the broad policy for the remuneration of the Executive Directors, the other members of senior management and the Company Secretary, as well as their specific remuneration packages, including pension rights and, where applicable, any compensation payments.
The Remuneration Committee comprises the following independent Non-Executive Directors: Michael Rawlinson (Chair), Jill Gardiner and Tracey Kerr.
Remuneration Committee Terms of Reference
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