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.
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.
Corporate Governance and Nomination Committee
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 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 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.