Performance of Directors and Chief ExecutiveOfficer The performance of the Board (as a whole), each Board Committee, Board members (individually) and each senior executive should be periodically reviewed, desirably annually or thereabouts and at other times as decided upon by the Board, against measurable and qualitative benchmarks as may reasonably be determined from time to time by the Board having regard to generally accepted governance standards. Governance Disclosure The Organisation commits to compliance with any regulatory mandated disclosure requirements and to maintaining a current copy of this Charter on its website. Independent professional advice Each Director has the right to seek independent professional advice at the company’s cost, subject to the approval of theChairman. Committees of the Board Toassist in the execution of the Board’s corporate governance responsibilities, the Board has established four committees with a non-executive Director as Chairman of each. The Chairman has a standing invitation to attend any or all meetings of Board Committees. Audit, Finance and RiskCommittee The key areas dealt with by the Audit, Finance and Risk Committee include: » The appointment and continuation of external auditors, » The adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the audit, » All areas of significant capital risk and the arrangements in place to contain those risk to acceptable levels, » The effectiveness of management information or other systems of internal control, » The application of accounting standards and policies to the company, » The financial statements of the company with both management and external auditors. The Audit, Finance and Risk Committee comprises three Directors, being Richard Thomas (Chair), Patricia Skinner andAndrew Young. Nomination &Remuneration Committee The key areas dealt with by the Remuneration Committee include: Board Membership » Board and Board Committee membership, succession planning and performance including through the development and use of a board skills matrix (or like tool), » Board Committee terms of reference review and recommendations including with respect to appointment to Board Committees, » Development and implementation of a process for evaluation of Board, Committee and director performance, » Board member induction and professional development. CEO and Senior Executives » Periodic review of the job description and performance of the CEO according to agreed performance parameters, » Plans for succession planning for the CEO position, » Involvement in complaints, grievance and disciplinary processes of senior executives. 53
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