The Board has specific Audit, Remuneration, Sustainability and Nomination Committees covering four of the areas of the Group’s operation which the Board views as having key importance to the Group’s stakeholders. Each of these Committees have their own terms of reference which provide the necessary authorities for them to operate as they consider appropriate.
The Audit Committee assists the Board in its oversight of the Company’s financial reporting, internal control and risk management. Our committee is made up of Nigel Hurst-Brown, Roger Davey and Committee Chairman, David Swan.
The committee’s primary responsibilities are:
- Evaluate and when appropriate select external auditors and ensure their independence and objectivity
- Review with the external auditor the nature, scope and results of their audit of the annual financial statements and their review of the half year results and outcomes from these
- Review the effectiveness of the Company’s systems of internal controls
- Monitor accounting procedures and financial reporting, and
- Monitor the effectiveness of risk management of the Group
- Operating controls – such controls are in accordance with Group policies and include management authorisation processes.
- Monitoring – the effectiveness of the system of internal control is monitored regularly through internal reviews and external audits.
The Remuneration Committee determines the remuneration of Executive Directors, oversees the remuneration of our senior management, and approves awards under the Company’s Long Term Incentive Plan (“LTIP”). Our Committee is made up solely of independent Non-Executive Directors, David Swan, Nigel Hurst-Brown, and Committee Chairman, Robert Cathery.
The Remuneration Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements. In doing so, it has due regard to the interests of the workforce as a whole, the shareholders and other stakeholders.
In determining the remuneration of Executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre. The Remuneration Committee also reviews the remuneration of other senior management. In addition, it decides whether to grant share awards in the Company and, if these are to be granted, who the recipients should be.
The Company’s policy is to remunerate senior executives fairly so as to encourage recruitment, retention and motivation. The Committee agrees with the Board a framework for the remuneration of Executive Directors and senior management of the Company. The principal objectives of the Committee are to ensure that Executive Directors and members of the senior management of the Company are provided incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company. We believe this is the key to the Company achieving its strategic aims and building shareholder value over the long term.
Non-Executive Director fees are considered and agreed by the Board (excluding the Non-Executive Directors) with no Director participating in any decision relating to his own remuneration.
The CAML Board has always considered the Group’s social responsibilities to be at the core of its activities. As an international and expanding company, we view these as fundamental to operating an ethical and sustainable business. It was in this context that our Sustainability Committee (formerly ‘CSR Committee’) was established in June 2012.
Our Committee comprises Executive Directors and Non-Executive Directors from both the UK, Gillian Davidson (Chair), Roger Davey, Nick Clarke and Nigel Robinson and, from Kazakhstan, Nurlan Zhakupov. This ensures a full breadth of perspectives are brought to the Committee’s important and varied activities.
CAML continues to believe that the health and safety of our employees, protecting the environment in which we operate, and helping to develop the local communities are extremely important matters. These areas will continue to receive the appropriate attention from the Sustainability Committee and from the Group as a whole.
The Nomination Committee’s main duties include making recommendations to the Board in relation to the appointment and re-election of Directors and the membership of the Board’s Committees. The Committee is chaired by Nick Clarke and its members are our five Non-Executive Directors, David Swan, Nigel Hurst-Brown, Roger Davey, Gillian Davidson, Robert Cathery and Nurlan Zhakupov.
In making recommendations for appointment, the Nomination Committee would consider suitably qualified candidates of any ethnic background or gender. After a new Director is appointed, they receive a comprehensive induction. All Directors have unrestricted access to management and receive regular updates from management to keep them abreast of the latest developments.
For further details of the Role of the Board and its members, together with details of our compliance, please view Corporate Governance.