Corporate GovernanceFollowing the restructuring of the Board during 2012, the Chairman implemented changes to all Board sub-committees including a full review of their mandates. The Board has now established appropriately constituted Audit, Remuneration, Nomination, Health, Safety and Environment and Technical Committees with formally designated responsibilities.
In addition, sub-Board committees have been convened including the Executive Committee which includes the Group Head of Projects and Group Head of Exploration and a Corporate Social Responsibility Committee to be headed by P Hain.
The Audit Committee is chaired by G Stanley, the other members being H Faul and P Cowley. The Audit Committee may examine any matters relating to the financial affairs of the Group and the Group’s audits. This includes reviews of the annual financial statements and announcements, internal control procedures, accounting procedures, accounting policies, the appointment, independence, objectivity, terms of reference and fees of the external auditor and other related functions as the Board may require. The external auditor has direct access to the members of the Audit Committee, without the presence of the executive Directors, for independent discussions.
The Remuneration Committee is chaired by P Cowley, the other members being H Faul and G Stanley. It determines the terms and conditions of employment and annual remuneration of the executive Directors. It takes into consideration external data and comparative third party remuneration and has access to professional advice outside the Company. The key policy objectives of the Remuneration Committee in respect of the Company’s executive Directors and other senior executives are: (a) to ensure that individuals are fairly rewarded for their personal contribution to the Company’s overall performance, and (b) to ensure that due regard is given to the interests of the Company’s shareholders and to the financial and commercial health of the Company. Remuneration of executive Directors comprises basic salary, discretionary bonuses, participation in the Company’s share option schemes or other equity based remuneration schemes, pension plan contributions and other benefits. The Company’s remuneration policy with regard to options and other equity based remuneration schemes is to maintain an amount of not more than 10 per cent of the issued share capital in options or other equity incentives for the Company’s management and employees, which may include the issue of new options or other equity incentives in line with any new share issues.
The Nominations Committee, which leads the process for Board appointments and makes recommendations to the Board, is chaired by J McGloin, the other members being P Cowley and G Stanley.
Health, Safety and Environment Committee
The Health, Safety and Environment Committee, which is responsible for ensuring that the Board responsibly covers these areas, is chaired by J McGloin, the other members being P Cowley and H Faul.
The Technical Committee is responsible for providing assurance to the Board as to the operational performance and operating risks of the Company, with particular regard to those areas where technical understanding is required. It is chaired by H Faul, the other members being P Cowley and G Stanley.
The Company takes all reasonable steps to ensure that the Directors and relevant employees comply with the provisions of the AIM rules relating to dealings in its securities.
Corporate Social Responsibility (CSR) Committee
The CSR Committee is chaired by P Hain, the other members being J McGloin and Katharine Sutton (non-Board member). The Committee is responsible for overseeing Amara’s mission to be a mid-tier producer with the highest feasible standards of corporate social responsibility, environmental protection, community benefit and employee health and safety compatible with achieving a satisfactory return for investors.