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The board of directors
The directors are responsible for the group's system of internal control and for reviewing its effectiveness. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the company's objectives. Any such system of internal control can only provide reasonable but not absolute assurance against material misstatement or loss.
Full meetings are held quarterly to review group strategy, direction and financial performance. The executive directors meet regularly to review operational reports from all of the group's areas of operations. The process is used to identify major business risks and evaluate their financial implications and ensure an appropriate control environment. Certain control over expenditure is delegated to on site project managers subject to board control by means of monthly budgetary reports.
Internal financial control procedures include:
- Preparation and regular review of operating budgets and forecasts
- Prior approval of all capital expenditure
- Review and debate of treasury policy
- Unrestricted access of non-executive directors to all members of senior management.
Audit committee
The chairman of the audit committee is Michael de Villiers. 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 external auditors and such other related functions as the board may require.
The membership of the audit committee comprises three non-executive directors, Michael de Villiers, Michael Spriggs and Michael Etheridge. The external auditors have direct access to the members of the committee, without presence of the executive directors, for independent discussions.
Remuneration committee
The Chairman of the Remuneration Committee is Michael Spriggs. The committee comprises three non-executive directors Michael de Villiers, Michael Spriggs and Michael Etheridge. It determines the terms and conditions of the employment and annual remuneration of the executive directors. It consults with the Managing Director, 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:
- to ensure that individuals are fairly rewarded for their personal contribution to the company's overall performance, and
- to act as the independent committee ensuring that due regard is given to the interest of the company's shareholders and to the financial and commercial health of the company.
Remuneration of the executive directors comprises basic salary, discretionary bonuses, participation in the company's share option scheme and other benefits. The company's remuneration policy with regard to options is to maintain an amount of not more than 10% of the issued share capital in options for the company's management and employees which may include the issue of options in line with any new share issue.
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