Audit Committee
The Audit Committee's Charter requires that the Committee shall consist of not less than three Directors and that all members of the Audit Committee are independent as set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended, (unless otherwise exempt), and eligible pursuant to home country (Luxembourg) rules. Each of the current Audit Committee members meet the independence requirements under Luxembourg law and are independent as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and therefore qualify for an exemption from the NASDAQ independence requirements. The Audit Committee meets at least four times a year, and its meetings are attended by representatives of the external independent auditor and by the head of the Internal Audit function. The Audit Committee is responsible for reviewing, monitoring and appointing the Independent Auditor including approving its fees, monitoring the effectiveness of internal controls throughout the Group, approving the Group's accounting policies and reviewing the quarterly, half-yearly and annual financial statements.
Corporate Governance and Nomination Committee
The Board considers that maintaining high standards of Corporate Governance throughout the Group is central to the Group's performance and to optimising shareholder value. This Committee has three members. The Corporate Governance and Nomination Committee assists the Board with respect to matters relating to corporate governance and succession. The Committee is responsible for defining the qualifications for candidates for Director positions, evaluating qualified candidates, recommending candidates to the Board for election as Directors and proposing a number of Directors for election by shareholders at each Annual General Meeting. The Committee considers matters of Corporate Governance and establishes and reviews Corporate Governance guidelines.
Corporate Governance and Nomination Committee Charter
Compensation Committee
The Compensation Committee assists the Board in developing a fair compensation programme for executives and complying with the Board's legal and regulatory requirements in respect of executive compensation. In matters relating to the Chief Executive Officer, the Committee's remit is confined to making recommendations to the Board. This Committee has three members.
Compensation Committee Charter
Disclosure Committee
The Disclosure Committee, comprising Group management, assists the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by the Group.