治理

The Board of Directors has a formal programme of activities which it carries out through scheduled meetings and site visits throughout the year. These are supplemented by ad hoc meetings and conference calls as needed. The Board of Directors receives comprehensive information at each of its formal meetings; On the business, finances, operations, governance, compliance, HSE performance and investor engagement. Further information can be found in the Annual Report.

One of the most important roles of the Audit Committee is to monitor the integrity of the Group’s financial statements. Priority is given to the financial report and related explanations, as well as to clarity and completeness, and to informing the Board of Directors whether the annual report and financial statements as a whole are fair, balanced and understandable. Reports and financial statements must provide shareholders with the information they need to assess the company’s performance, business model and strategy. Other responsibilities include:

• Ensuring the appropriateness of accounting policies, any changes in those policies and all significant estimates and judgements
• Reviewing the effectiveness of internal controls, compliance and risk management systems (including whistleblowing arrangements)
• Overseeing all aspects of the relationship with internal and external auditors
• Approving policies related to non-audit services
• Making recommendations to the Board of Directors on the dismissal or change of auditors and overseeing tender procedures

审计委员会成员

• Christine Soden（主席）
• Dorothee Deuring 
• Trudy Schoolenberg
• Clement Woon
• Maria Ciliberti 
• Heejae Chae

以下是关于提名委员会职责的摘要：

• 审查董事会的规模和构成以及董事会成员的技能、知识、经验及多样性，并在必要时提供变更建议
• 对董事会及其委员会和各成员进行年度绩效评估
• 为董事会和执行领导团队制定继任计划

提名委员会成员

• John O'Higgins（主席）
• Dorothee Deuring
• Steve Good
• Trudy Schoolenberg
• Christine Soden 
• Clement Woon
• Maria Ciliberti
• Heejae Chae

以下是关于薪酬委员会职责的摘要：

• Determining the levels of remuneration for the Chair and Executive Directors and keeping these under review
• 根据年度奖金计划和长期激励计划 (LTIP) 给予奖励，包括设定绩效目标
• Monitoring and making recommendations on the design, structure and level of remuneration for all senior executives, ensuring that these are appropriately linked to the Group’s strategy and aligned with the organization’s risk profile

The duties of the Remuneration Committee include:

• Determining of level of compensation for the Chair, the Executive Directors and its ongoing review
• Awarding bonuses under the annual bonus programme and the LTIP
• Setting performance targets

Monitoring and making recommendations on the design, structure and level of remuneration for all executives and ensuring that these are appropriately linked to the Group’s strategy and risk profile

薪酬委员会成员

• Steve Good（主席）
• Dorothee Deuring
• John O’Higgins
• Trudy Schoolenberg
• Christine Soden
• Clement Woon
• Maria Ciliberti
• Heejae Chae