The Governance and Nominations Committee
The Governance and Nominations Committee is composed of four Board members. It oversees the Group’s governance and measures it against best practice with a view to ensure that the rights of the shareholders are fully protected. It also develops and proposes to the Board corporate governance guidelines and reviews them from time to time. The Governance and Nominations Committee is further entrusted with succession planning with respect to the Board, the CEO and the members of the GEC and Group Management Board (GMB). In this regard, it proposes the principles for the nomination and ongoing qualification of members of the Board and makes proposals to the Board on the composition of the Board, as well as the appointment of the Chairman, the Vice Chairman, the CEO and the other members of the GEC and GMB. The Committee reviews the system for management development and supervises progress made in respect to succession planning. Final decisions for nominations and appointments are made by the Board, subject to shareholder approval, where so required.
The nominations committee, which meets at least twice a year, consists of the following four non-executive directors:
The Remuneration Committee
The Remuneration Committee comprises four members of the Board. The Remuneration Committee evaluates and proposes to the Board the principles for remuneration for the Group and the Board. It also proposes the directors’ remuneration to the Board for approval. Based on the remuneration principles, it negotiates the terms and conditions of employment of the CEO and reviews those of the members of the GEC – as negotiated by the CEO – before submitting them to the Board for approval. The Remuneration Committee approves the employment arrangements for additional members of the GMB as negotiated by the CEO and liaises with him on other important employment, salary and benefit matters. It also reviews the performance relating to the senior management’s short-term and long-term incentive plans.
The remuneration committee, which meets at least twice a year, consists of the following four non-executive directors:
The Audit Committee
The members of the audit committee meet certain requirements with respect to independence and qualification. The audit committee serves as a focal point for communication regarding the various risk management functions of the Group, including the internal and external auditors. It is responsible for reviewing the Group's auditing process and reviews the internal control systems, as well as the interim and annual financial statements, before submission to the Board. The audit committee makes recommendations to the Board regarding the appointment and remuneration of the external auditors. It reviews the value and nature of their non-audit services and any matters that may impair their objectivity and independence. A review of the external auditors fees is conducted annually.
The audit committee, which meets at least four times a year, consists of the following four non-executive directors:
The Risk Committee
The risk committee is composed of four Board members. It serves as a focal point for oversight regarding risk management. The risk committee assesses and proposes to the Board the Group's risk capacity, including agreed limits by category of risk, the aggregation of agreed limits across the Group, measurement of adherence to the agreed risk capacity, and the Group's risk capacity in relation to anticipated capital levels. The risk committee is further entrusted with the Group's enterprise-wide risk governance framework, including oversight of risk management, risk policies and their implementation, oversight of risk strategy and risk capacity for the most significant risk taking activities, including investment risk and the strategic risk allocation and oversight of the monitoring of operational risk. It also reviews the methodology for risk measurement and adherence to the Group's risk profile.
The risk committee, which meets at least four times a year, consists of the following four non-executive directors:
