Committees and terms of reference

The ABG Board has established four committees:
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Audit Committee

The Audit Committee is chaired by Andre Falzon. Its other members are Derek Pannell and Michael Kenyon. All committee members are determined to be independent in accordance with UK corporate governance requirements.

Mr. Falzon is a senior financial executive with over 25 years of practical financial and management experience within the mining industry. He is also a member of the Certified General Accountants (Canada) and the Institute of Chartered Accountants (Canada). As such, the Directors consider that Mr. Falzon has recent and relevant financial experience for UK corporate governance purposes. Further details of the qualifications of each member of the committee are set out in the biographies of the Directors.

The committee is scheduled to meet at least four times a year and has responsibility for, among other things:

  • reviewing the Group’s financial statements and monitoring their integrity;
  • overseeing the Group’s relationship with its external auditors;
  • reviewing the effectiveness of the external audit process and agreeing the scope of the external auditors’ annual audit programme;
  • monitoring the role and effectiveness of the internal audit function and approving the appointment and removal of the Head of Internal Audit;
  • reviewing the effectiveness of the ABG Group’s systems of internal control and financial reporting risk management;
  • making recommendations to the Board regarding the arrangements for the appointment and removal of the external auditor and the appropriateness of related terms of engagement and remuneration; and
  • reviewing the independence and objectivity of the external auditor.

The Audit Committee's terms of reference are available for inspection here.

Nomination Committee

The Nomination Committee is chaired by Derek Pannell. Its other members are Aaron Regent and Ambassador Mwapachu. The majority of the committee members are determined to be independent, in line with UK corporate governance requirements. Further details of the qualification of each member of the committee are set out in the biographies of the Directors.

The committee is scheduled to meet at least once a year. It plays a leading role in reviewing the structure, size and composition of the Board. It has responsibility for making recommendations to ABG’s Board on Board and committee composition and on the retirement and appointment of additional and replacement Directors.

The Nomination Committee's terms of reference are available for inspection here.

EHS&S Committee

The EHS&S Committee is chaired by David Hodgson. Its other members are Ambassador Mwapachu, Stephen Galbraith and Derek Pannell. Further details of the qualifications of each member of the committee are set out in the biographies of the Directors.

The committee is scheduled to meet at least twice a year. It is responsible for, among other things:

  • overseeing the development of strategy and policy on environmental, CSR and security matters;
  • reviewing the effectiveness of the ABG Group’s environmental management programmes and systems;
  • reviewing the effectiveness of the ABG Group’s health and safety systems and specific incident reports;
  • reviewing the scope of potential environmental liabilities and the management processes for managing these liabilities;
  • reviewing management reports on ABG’s CSR programme;
  • reviewing management reports on security incidents and the effectiveness of related controls; and
  • overseeing management in monitoring reviews and evaluating emerging CSR issues to assess the potential impact on ABG’s business and operations.

The EHS&S Committee's terms of reference are available for inspection here.

Compensation Committee

The Compensation Committee is chaired by Michael Kenyon. Its other members are Andre Falzon and Aaron Regent. In line with UK corporate governance requirements, three members of the committee are determined by the Board to be independent. Further details of the qualifications of each member of the committee are set out in the biographies of the Directors.

The committee is scheduled to meet at least once a year. Its principal responsibilities are:

  • setting, reviewing and recommending to the Board for approval our overall remuneration policy and strategy;
  • setting, reviewing and approving individual remuneration arrangements for the Chairman, Chief Executive Officer and Chief Financial Officer, including terms and conditions of employment and any changes;
  • setting, reviewing and approving individual remuneration arrangements for the senior managers including terms and conditions of employment and any changes, after considering the recommendations of the Chief Executive Officer. The committee, in consultation with the Chief Executive Officer, is responsible for determining which employees comprise the senior managers;
  • approving the rules, and launch, of any ABG Group share, share option or cash-based incentive scheme and the grant, award, allocation or issue of shares, share options or payments under any such scheme;
  • setting, reviewing and approving the corporate and individual performance goals for the Chief Executive Officer and Chief Financial Officer;
  • setting, reviewing and approving the corporate and individual performance goals for the senior managers based on the Chief Executive Officer’s recommendations;
  • assessing the achievement of corporate and individual performance goals of the Chief Executive Officer, Chief Financial Officer and senior managers;
  • reviewing and making recommendations to the Board with regard to succession planning with respect to the Chief Executive Officer and other senior managers; and
  • establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee, and obtaining reliable, up-to-date information about remuneration in other companies.

The Compensation Committee's terms of reference are available for inspection here.

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