The board has established sub-committees, which are responsible for audit, remuneration, sustainability and nominations issues. In addition, a Chairman’s Committee operates under delegated authority between scheduled board meetings. These committees support the board in ensuring that high standards of corporate governance are maintained across the Group.
The objective of the Audit Committee is to assist the board to monitor decisions and processes designed to ensure the integrity of financial reporting, sound systems of internal control and risk management.
The committee is responsible for financial reporting; internal controls, including internal controls over financial reporting; Internal audit and assurance; external auditors (appointment and relationship); the effectiveness of the risk management framework; and the integrity and compliance programme.
In carrying out its responsibilities the Committee has full authority to investigate all matters that fall within its terms of reference. Accordingly, the Committee may:
- obtain independent professional advice in satisfying its duties at the Group’s expense; and
- have the direct access to the resources of the Group as it may reasonably require, including the external and internal auditors.
The Nominations Committee is responsible, on behalf of the board, for regularly assessing the balance of executive and non-executive directors and the composition of the board; in terms of the diversity and capacity required to oversee the delivery of CASS strategy.
The Committee develops and agrees the desired profiles of potential candidates for board membership. It oversees the recruitment process and engages external search consultants to manage searches on its behalf, including constructing shortlists comprising candidates from diverse backgrounds. Following a final review of shortlisted candidates, the Committee makes recommendations for new board members to the board for approval.
On behalf of the board, the Committee also reviews proposals for appointments to the Executive Committee and monitors executive succession planning.
The Sustainability Committee assists the board with overseeing strategies designed to manage social and environmental risks, overseeing management processes and standards and achieving compliance with social and environmental responsibilities and commitments. The Committee reviews the effectiveness of management policies and procedures relating to safety, health, employment practices, relationships with neighbouring communities, environment, human rights, land access, political involvement and sustainable development.
The Remuneration Committee assists the board with fulfilling its oversight responsibility to shareholders. In particular, the Committee seeks to spend compensation resource fairly and responsibly to ensure that remuneration policy and practices are properly linked to corporate and individual performance and to the delivery of the Group’s strategy.
The Chairman's Committee acts on behalf of the board between scheduled board meetings. It supports the functioning of the board and ensures that the business of the board and its committees is properly planned and aligned with management.
When mandated by the board, the Chairman's Committee will consider urgent matters between board meetings, and deal with the implementation of board decisions on transactions and other corporate matters. Other than for the chairman of the board, the Committee performs the annual review of non-executive directors' fees and makes a recommendation to the board, as appropriate.