Important matters are delegated to Board Committees by the Board, helping them effectively fulfil the diverse range of tasks and responsibilities that come with running a global company.
Dod Fraser - Committee Chairman
In accordance with the Press Release dated 12 March 2021, committee composition will be discussed by the Board at a meeting in early June (originally scheduled for May). David Mullen has been temporarily appointed to the Audit Committee until that time.
The Audit Committee consists of no less than three Directors and all members are independent and eligible pursuant to home country (Luxembourg) rules. Each of the current Audit Committee members meets the independence requirements under Luxembourg law. The minimum of four monthly 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 financial statements.
The Audit Committee’s main responsibilities include:
- Monitoring the financial reporting process and submitting recommendations or proposals to ensure its integrity.
- Monitoring the effectiveness of the Company’s and the Group’s internal quality controls, internal audit function, financial controls framework and, where applicable, risk management systems.
- Monitoring the statutory audit of the Company’s Annual Accounts and the Consolidated Financial Statements of the Group, in particular its performance, taking into account any findings and conclusions by the competent authority.
- Reviewing the quarterly, half-yearly and annual financial statements of the Group before their approval by the Board of Directors.
- Informing the Board of Directors of the outcome of the statutory audit and explaining how the statutory audit contributed to the integrity of financial reporting and the role of the committee in that process
- Reviewing and monitoring the independence of the external auditor, in particular with respect to the appropriateness of the provision of additional non-audit services to the Company and the Group and putting in place procedures and making recommendations with respect to the selection and the appointment of the external auditor.
- Reviewing the report from the external auditor on key matters arising from the Group statutory audit and the Company statutory audit.
- Dealing with complaints received directly or via management, including information received confidentially and anonymously, in relation to accounting, financial reporting, internal controls and external audit issues.
- Reviewing the disclosure of transactions involving related parties.
- Annually reviewing the Audit Committee’s own performance.
Corporate Governance and Nomination Committee
David Mullen - Committee Chairman
The Corporate Governance and Nominations Committee is appointed by the Board to assist the Board in (1) reviewing Board and Committee composition and duties, (2) identifying individuals qualified to become members of the Board, (3) reviewing Board compensation, (4) overseeing an annual review of Board performance including the Chairman’s performance (5) overseeing all aspects of the Group's Compliance and Ethics function and (6) developing corporate governance principles applicable to the Company.
The Corporate Governance and Nominations Committee’s main responsibilities are:
- Actively seeking and evaluating individuals qualified to become Directors of the Company and nominating candidates to the Board of Directors.
- Periodically reviewing the composition and duties of the Company’s permanent committees and recommending any changes to the Board of Directors.
- Periodically reviewing the compensation of Directors and making any recommendations to the Board of Directors.
- Annually reviewing the duties and performance of the Chairman of the Board and recommending to the Board of Directors a Director for election by the Board of Directors to the position of Chairman of the Board.
- Annually reviewing the Company’s corporate governance guidelines, procedures and policies for the Board of Directors and recommending to the Board of Directors any changes and/or additions thereto that they believe are desirable and/or required. These governance guidelines include the following:
- How the Board of Directors is selected and compensated (for example, the size of the Board, Directors’ compensation, qualifications, independence, retirement and conflicts of interests).
- How the Board of Directors functions (for example, procedures for Board meetings, agendas, committee structure and format and distribution of Board materials).
- How the Board of Directors interacts with shareholders and management (for example, selection and evaluation of the CEO, succession planning, communications with shareholders and access to management).
- Overseeing the annual evaluation of the Board of Directors’ performance.
- Overseeing all aspects of Subsea 7’s compliance and ethics programme. This will include a regular review of the structure of the compliance function, the scope of its activities and the effective implementation of the programme (including procedures for employees to raise concerns about breaches of the Code of Conduct and for such concerns to be investigated and remediated).
- Annually reviewing the Committee’s own performance.
Kristian Siem - Committee Chairman
In accordance with the Press Release dated 12 March 2021, committee composition will be discussed by the Board at a meeting in early June (originally scheduled for May).
The Compensation Committee is appointed by the Board to assist the Board in (1) developing a fair compensation program for executive officer’s and (2) complying with the Board’s legal and regulatory requirements as to executive officer compensation. This Committee has three members.
The Compensation Committee’s main responsibilities are:
- Reviewing annually and approving the compensation paid to executive officers of the Company with the exception of the CEO where the Compensation Committee may make a recommendation to the Board of Directors.
- Establishing annually performance objectives for the Company’s CEO and annually reviewing the CEO’s performance against objectives and setting the CEO’s compensation based on its evaluation.
- Overseeing the Company’s Benefit Plans in accordance with the objectives of the Company established by the Board of Directors.
- Reviewing executive compensation plans and making recommendations to the Board of Directors on the adoption of new plans or programmes.
- Recommending to the Board of Directors the terms of any contractual agreements and any other similar arrangements that may be entered into with executive officers of the Company and of its subsidiaries.
- Approving appointments of the CEO, the CEO’s direct reports and certain other appointments.
- Preparing the report on executive compensation to be included in the Company’s Annual Report and Consolidated Financial Statements.
- Annually reviewing the Compensation Committee’s own performance.
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.