Board Committees 

The Board has established Nomination, Remuneration and Audit Committees, with formally delegated duties and responsibilities. 

Committee membership

Director Nomination Committee Audit Committee Remuneration Committee
Giles Clarke

Y (Chair)

   
John Wardle Y    
Nick Harrison

 

   
Chris Jenkins Y Y (Chair) Y
Alex Snow Y Y Y (Chair)
Elodie Grant Goodey     Y

The key responsibilities of the Audit Committee are to:

  1. monitor the integrity of the annual and interim financial statements, including focus on significant judgements and estimates used in the accounts;

  2. keep under review the adequacy and effectiveness of the company’s internal financial controls and internal control and risk management systems”, as per new Terms of Reference; and

  3. oversee the relationship with our external auditor, including: reviewing its plans and audit findings; ensuring its continuing independence; appraising the effectiveness of its work prior to considering its reappointment; and considering whether to put the external audit contracts out to tender.

The Code recommends that in companies below the FTSE 350 the Audit Committee should comprise at least two independent Non-executive Directors and at least one member should have recent and relevant financial experience. Amerisur meets and exceeds this guideline.

The members of the Audit Committee, all of whom are deemed to be independent Non-executive Directors by the Company, are:

  • Chris Jenkins (Chairman) and
  • Alex Snow.

Chris Jenkins has recent and relevant financial experience and the other members contribute a range of financial, oil industry, investment and risk management experience. The Audit Committee terms of reference can be found here

Audit Committee terms of reference 

The current members of the Nomination Committee are:

  • Giles Clarke (Chairman);
  • Chris Jenkins; and
  • Alex Snow

The Nomination Committee is responsible for ensuring that the Board is well equipped to continue to discharge its responsibilities and to canvas future candidates for the position of Director, to ensure that the Company continues to be governed by suitably qualified people.

Thus, the Committee is responsible for ensuring that the Board has the appropriate structure, competencies, experience, skills and independence of oversight to ensure effective functioning. The Committee recommends and reviews nominees for the appointments of new Directors to the Board and ensures there is due process used in selecting candidates.

A brief overview of key responsibilities includes:

  1. identifying, evaluating and recommending nominees for the role of Director;

  2. reviewing the merits of the candidates and the relevance of their background, and that appointees do not have time commitment issues;

  3. periodically reviewing the succession planning for Directors and other senior executives;

  4. ensuring that upon appointment Non-executive Directors receive a formal letter of appointment setting out what is expected of them, and what training might be required; and

  5. making recommendations to the Board on the reappointment of any Non-executive Directors, including a review of their performance, contributions to date and ability to commit enough time to the role.

This Committee is structured so that a majority of the Committee’s members are independent and the Chairman chairs this Committee. 

The Nomination Committee Terms of Reference 

The members of the Remuneration Committee, all of whom are deemed to be independent  Non-executive Directors by the Company, are:

  • Alex Snow (Chairman)
  • Chris Jenkins; and
  • Elodie Grant Goodey.

The Remuneration Committee ensures that the remuneration practices of the Company move towards best practice and are linked with the interests of shareholders.

A brief overview of the principal responsibilities of the Committee includes:

  1. determining and recommending to the Board the remuneration policy for the Chairman, Executive Directors and senior executives;
  2. ensuring this policy, “to recruit, motivate and retain individuals of a high calibre with significant technical and strategic expertise”, is carried out;
  3. rewarding key employees on a basis which is aligned to the performance of the Company;
  4. Setting salaries for individual members of the Executive Director team which are competitive, but not egregious;
  5. reviewing the design of any share-based incentive plans;  
  6. aligning management rewards to the interests of shareholders; and a overseeing the work of external remuneration consultants where hired.

The Remuneration Committee Terms of Reference