Corporate Governance

The Board comprises a Non-Executive Chairman, two Executive Directors and six other Non-Executive Directors. Collectively, they have a diverse range of knowledge and commercial experience and serve the function of bringing objective judgement on the development, performance and risk management of the Group through their contributions in board meetings. The following table describes the Non-Executive Directors date of first appointment and the date of their most recent re-election in AGM.

Name Date of original appointment Date of most recent re-election
Mitch Adamek 10 July 2015 30 Nov 2018
Rosemarie S. Andolino 19 September 2018 30 Nov 2018
John Gibney * 11 April 2016 30 Nov 2018
Ann Marie Scichili 19 September 2018 30 Nov 2018
John Slosar 1 July 2017 30 Nov 2018
Guy Wollaert 10 July 2015 30 Nov 2018
Name Mitch Adamek
Date of original appointment 10 July 2015
Date of most recent re-election 30 Nov 2018
Name Rosemarie S. Andolino
Date of original appointment 19 September 2018
Date of most recent re-election 30 Nov 2018
Name John Gibney *
Date of original appointment 11 April 2016
Date of most recent re-election 30 Nov 2018
Name Ann Marie Scichili
Date of original appointment 19 September 2018
Date of most recent re-election 30 Nov 2018
Name John Slosar
Date of original appointment 1 July 2017
Date of most recent re-election 30 Nov 2018
Name Guy Wollaert
Date of original appointment 10 July 2015
Date of most recent re-election 30 Nov 2018

* Senior Independent Non-Executive Director

The Board has established various committees to assist in discharging its duties. These include an Audit Committee, a Nomination Committee, a Remuneration Committee, a Disclosure Committee and a Treasury Committee. The Board has adopted a written charter for the Audit Committee, Nomination Committee, Remuneration Committee, Disclosure Committee and Treasury Committee which you can view by clicking here.   The following table describes the current members of each of the committees.

Name Audit Nomination Remuneration Disclosure Treasury
Magomet Malsagov X X X
Rakesh Sinha X X
Mitch Adamek X Chair
Rosemarie S. Andolino X
John Gibney Chair X
Ann Marie Scichili X
John Slosar X X X
Guy Wollaert X Chair X
Name Magomet Malsagov
Audit
Nomination X
Remuneration
Disclosure X
Treasury X
Name Rakesh Sinha
Audit
Nomination
Remuneration
Disclosure X
Treasury X
Name Mitch Adamek
Audit X
Nomination
Remuneration X
Disclosure
Treasury
Name Rosemarie S. Andolino
Audit X
Nomination
Remuneration
Disclosure
Treasury
Name John Gibney
Audit Chair
Nomination
Remuneration
Disclosure X
Treasury
Name Ann Marie Scichili
Audit X
Nomination
Remuneration
Disclosure
Treasury
Name Christopher Pratt
Audit X
Nomination X
Remuneration Chair
Disclosure
Treasury
Name John Slosar
Audit
Nomination X
Remuneration X
Disclosure X
Treasury
Name Guy Wollaert
Audit X
Nomination
Remuneration
Disclosure
Treasury

  The following describes the primary responsibilities of each committee.

Committee Primary Responsibilities
Audit The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the Group’s external auditors, advising on the appointment of such external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control and review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. … More… Less
Nomination The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for identifying and nominating candidates to fill board vacancies; evaluating the structure and composition of the Board with regard to the balance of skills, board diversity, knowledge and experience and making recommendations accordingly; giving full consideration to succession planning; and reviewing the leadership of the Group. …More… Less
Remuneration The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration and determining the individual remuneration and benefits packages of each of the Executive Directors. …More… Less
Disclosure The Disclosure Committee was established on 15 September 2015. The primary role of the Disclosure Committee is to evaluate whether information communicated to it from within the Group is inside information and for determining whether the selective disclosure of inside information is permitted. It is also responsible for a number of further tasks, including approving announcements for release to the market; monitoring analysts’ expectations as to the performance of the Group; reviewing the Group’s procedures for communicating with the market; monitoring the Company’s share price; monitoring on-going developments in the business of the Group and the industry in which it operates. …More… Less
Treasury The Treasury Committee has delegated authority in relation to the banking and treasury activities of the Group. All decisions made by the Treasury Committee must be approved by at least one Executive Director who is a member of the committee. …More… Less
Committee Audit
Primary Responsibilities The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the Group’s external auditors, advising on the appointment of such external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control and review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. … More… Less
Committee Nomination
Primary Responsibilities The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for identifying and nominating candidates to fill board vacancies; evaluating the structure and composition of the Board with regard to the balance of skills, board diversity, knowledge and experience and making recommendations accordingly; giving full consideration to succession planning; and reviewing the leadership of the Group. …More… Less
Committee Remuneration
Primary Responsibilities The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration and determining the individual remuneration and benefits packages of each of the Executive Directors. …More… Less
Committee Disclosure
Primary Responsibilities The Disclosure Committee was established on 15 September 2015. The primary role of the Disclosure Committee is to evaluate whether information communicated to it from within the Group is inside information and for determining whether the selective disclosure of inside information is permitted. It is also responsible for a number of further tasks, including approving announcements for release to the market; monitoring analysts’ expectations as to the performance of the Group; reviewing the Group’s procedures for communicating with the market; monitoring the Company’s share price; monitoring on-going developments in the business of the Group and the industry in which it operates. …More… Less
Committee Treasury
Primary Responsibilities The Treasury Committee has delegated authority in relation to the banking and treasury activities of the Group. All decisions made by the Treasury Committee must be approved by at least one Executive Director who is a member of the committee. …More… Less

The terms and conditions of appointment of non-executive directors are available for inspection at the Company’s registered office during normal business hours and at the AGM (for 15 minutes prior to the meeting and during the meeting).

Date: 30 November 2018