Governance

The role of the Audit Committee is to:

• Monitor the integrity of the Company’s financial statements
• Monitor the effectiveness of the Company’s internal controls and risk management systems
• Oversee the relationship with the Company’s external auditors and
• Review the effectiveness of the external audit process.

The Audit Committee is chaired by Joanna Pearson who brings her expertise following her extensive career as an external auditor of companies operating in the extractive sector, and as a former CFO of a London-listed mining company.

All members are considered to be Independent Directors (see table below). The lead partner of the external auditors, the Executive Directors and the Head of Internal Audit attend each Audit Committee meeting by invitation.

The role of the Remuneration Committee is to determine and agree with the Board the broad policy for the remuneration of the Executive Directors, the other members of senior management and the Company Secretary, as well as their specific remuneration packages, including pension rights and, where applicable, any compensation payments.

Membership of the Committee is detailed in the table below.

The role of the Sustainability Committee is to oversee and to make all necessary recommendations to the Board in connection with all ESG-related topics, including: health and safety; human rights; climate change and the protection of the environment; social responsibility; and governance.

In particular, it focuses on compliance with national and international standards to ensure that effective systems of standards, procedures and practices are in place at each of the Company’s operations, as well as compliance with the Company's Code of Conduct and all ESG-related corporate policies. The Sustainability Committee is also responsible for reviewing management’s investigation of incidents that may occur in order to assess the requisite policy improvements.

Membership of the Committee is detailed in the table below.

The role of the Nomination Committee is to identify and nominate candidates for the approval of the Board to fill Board vacancies and make recommendations to the Board on Board composition and balance. The Nomination Committee also prepares the Chairman’s job description including any other significant commitments which he should be responsible for. In addition, the Nomination Committee has been authorised by the Board to review Directors’ external interests with regards to any actual, perceived or potential conflicts of interests.

Membership of the Committee is detailed in the table below.

A working group consisting of management and Non-Executive Directors which reviews detailed reports on, and progress against, brownfield and greenfield exploration programmes.