We have established the following committees, all of which meet operate under terms of reference approved by the board:
Audit Committee
The Audit Committee will normally meet at least three times a year.
The committee helps the Board meet its responsibilities in relation to internal and external audits and controls, including:
- reviewing Nordgold’s annual and half-year financial statements
- considering the scope of the annual audit and the extent of the external auditors' non-audit work
- advising on the appointment of our external auditors, and
- reviewing the effectiveness of our internal controls.
Members of the committee are appointed by the board on the recommendation of the Nomination Committee, in consultation with the Audit Committee’s chairman.
David Morgan chairs the audit committee and its other members are Peter Lester and Michael Nossal. The Board is satisfied that David Morgan has recent and relevant financial experience.
The committee complies with the requirements of the UK and Dutch Corporate Governance Codes, since it only contains independent non-executive directors.
Nomination Committee
The Nomination Committee meets when appropriate. It helps the board determine its composition. It is also responsible for:
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periodically reviewing the board’s structure
- identifying candidates to be appointed as directors, when the need arises, and
- determining succession plans for the chairman and chief executive officer.
Members of the committee are appointed by the board. Philip Baum chairs the committee and its other members are David Morgan and Alexey Kulichenko.
The UK Corporate Governance Code recommends that a majority of the committee are independent non-executive directors. The Dutch Corporate Governance Code requires that all members of the committee are non-executive directors and that all but one is independent.
Our Nomination Committee does not comply with the UK Corporate Governance Code, because it contains a minority of independent non-executive directors. However, it does comply with the Dutch Corporate Governance Code, under which Philip Baum is considered independent and the committee therefore contains two independent non-executive directors.
Remuneration Committee
The Remuneration Committee meets at least twice a year.
The committee is responsible for:
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recommending executive remuneration policies
- determining the executive directors’ remuneration
- recommending and monitoring the senior management’s remuneration, and
- producing an annual remuneration report, to be approved by shareholders at the annual general meeting.
Committee members are appointed by the board on the recommendation of the Nomination Committee and in consultation with the Remuneration Committee’s chairman. Michael Nossal chairs the committee and its other members are David Morgan and Alexey Kulichenko.
The UK Corporate Governance Code recommends that all members of the committee are independent non-executive directors. The Dutch Corporate Governance Code requires that all members are non-executive directors and that all but one is independent.
Nordgold does not comply with the requirements of the UK Corporate Governance Code because the committee contains one non-executive director who is not independent.
Safety and Sustainable Development Committee
The Safety and Sustainable Development Committee meets at least twice a year.
The committee monitors and evaluates reports on the effectiveness of safety and sustainable development policies, management standards, strategy, performance and governance across Nordgold and reports to the board on key issues.
Members of the committee are appointed by the Board. It is chaired by Peter Lester and its other members are Philip Baum and Vadim Larin.
The UK and Dutch Codes do not contain any recommendations concerning a S&SD committee. However the relationship between Nordgold, Lybica Holding B.V. and OAO Severstal provides that at least half of the members of each Board committee should be independent directors, for which purpose the Chairman is considered independent. The S&SD committee complies with this requirement.