The role of the Audit Committee is to: 

• Monitor the integrity of the Company’s financial statements
• Monitor the effectiveness of the Company’s internal controls and risk management systems
• Oversee the relationship with the Company’s external auditors and
• Review the effectiveness of the external audit process. 

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 Graham Birch and Michael Rawlinson.  Both directors 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 Corporate Social Responsibility (‘CSR’) 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 CSR 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 CSR Committee is chaired by Graham Birch and its other members are Ignacio Bustamante, Michael Rawlinson and Sanjay Sarma.

CSR Committee Terms of Reference

The role of the Nominations 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 Nominations Committee also prepares the Chairman’s job description including any other significant commitments which he should be responsible for. In addition, the Nominations 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 Nominations Committee are Eduardo Hochschild (Chairman), Graham Birch, Jorge Born Jr., Eileen Kamerick, Michael Rawlinson, Dionisio Romero Paoletti and Sanjay Sarma.

Nominations 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 (Chairman), Graham Birch and Eileen Kamerick.

Remuneration Committee Terms of Reference