Anglo Pacific Group Plc - Corporate Governance

Strategy Management Corporate Governance Corporate Directory

The following committees, which have written terms of reference, deal with specific aspects of the Group's affairs.

Remuneration Committee
The Remuneration Committee, comprising solely the independent non-executive directors, is responsible for making recommendations to the Board on the Company's framework of Executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for each of the executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the non-executive directors. It is chaired by the A.H. Yadgaroff and has access to recruitment consultants when required. The Committee's terms of reference are available here.

Audit Committee
The Audit Committee comprises solely the independent non-executive directors and is chaired by J.G. Whellock. Its prime tasks are to review the scope of internal and external audit, to receive regular reports from the Company's auditors and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgment and estimation. The committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The committee acts as a forum for discussion of internal control issues and contributes to the Board's review of the effectiveness of the Company's internal control and risk management systems and processes. The committee also considers whether a need for an internal audit function is present. It advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors.

The committee, which meets at least twice a year, provides a forum for reporting by the Group's external auditors. Meetings are also attended by the Company Secretary, and by invitation, the Executive Chairman and the Chief Executive.

The Committee's terms of reference are available here.

Nomination Committee
The Nomination Committee comprises solely the independent non-executive directors and is responsible for identifying and nominating candidates for the approval of the Board to fill Board vacancies as they arise. Previously appointments were considered by the full Board. The committee also reviews the structure, size and composition required of the Board compared to its current position and makes recommendations to the Board with regard to any changes. It is chaired by Mr M.H. Atkinson and is authorised to utilise external legal or professional services when required. Meetings are held as and when required for the purposes of filling Board vacancies and considering Board structure. The Committee's terms of reference are available here.

Executive Committe
The Executive Committee, comprising the executive directors of the group, is responsible for implementing decisions on matters not reserved for the full Board. The committee is chaired by Mr P.M. Boycott. Minutes of Executive Committee meetings are presented at the next full Board meeting for approval. The Committee's terms of reference are available here.

Senior Independent Director
Mr M.H. Atkinson is the Group's Senior Independent Director (SID). The role of the SID is to be available to shareholders to discuss any concerns they may have about the running of the Group where the normal channels of communication are not appropriate. The SID is not required to seek meetings with shareholders, however is available to do so if required in order to understand shareholder concerns and take them to the Board for discussion. The SID is also required to lead discussions at meetings of non-executive directors. To contact the Group SID please see the follow the Contact link above to "Send a message".