Audit and Risk Committee
The terms of reference of the Audit and Risk Committee include the following:
- Overseeing and planning all audit activities and the definition of the scope of those activities
- Monitoring the integrity of the financial statements and any announcement or communications relating to financial performance
- Reviewing internal financial controls, reviewing the Company’s internal control and risk management systems
- Reviewing internal risk assessment reports and the evaluation of actions intended to mitigate the identified risks
- Monitoring and reviewing the effectiveness of the internal audit function
- Making recommendations to the Company’s Board of Directors concerning the appointment, reappointment, and removal of the external auditor and approving the remuneration and terms of engagement of the auditor; and
- Reviewing the auditor’s independence and objectivity.
The Audit and Risk Committee is required to meet at least three times in a year, including once before the finalization of annual accounts and once every six months.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee determine Greenko’s remuneration policy, regarding performance standards and existing industry practice. Under the existing policies of the Company, the Remuneration and Nomination Committee determines, inter alia, the remuneration, and benefits package payable to the Directors.
Apart from discharging the above-mentioned functions, the Remuneration and Nomination Committee also discharges the following functions:
- Setting up the remuneration policy for all executive directors and the Company’s chairman, including pension rights and any compensation payments
- Recommending the level and structure of remuneration for senior management
- Recommending appointments to the Board of Directors of the Company’s subsidiaries
- Within the terms of the remuneration
policy and in consultation with the
directors, determining the total
individual remuneration package of
each designate, including bonuses,
incentive payments, and share
options or other awards
- Reviewing and designing incentive plans for approval by the Board of Directors and shareholders
- Assessing and approving the performance or non- performance of targets set for awarding incentive exercises
- Determining the policy for, and scope of, pension arrangements for each executive director and other designated senior executives
- Overseeing the hiring of key executives and members of the Board of Directors
- Ensuring that contractual terms of termination, and any payments made, are fair to the individual and the Company
- Planning and preparing for Board succession and development; and
- Considering any other matter that may be referred by the Board of Directors for consideration by the Committee from time to time in respect of employment and remuneration
Capital Delivery Committee
The objectives of the Capital Delivery Committee (the “committee”) of the
board of directors are to assist the
Board with oversight of:
- the development and adoption of
appropriate governance, monitoring
and reporting frameworks for Board
approved Integrated Renewable
Energy Projects (“IREP”),
- the review and assessment
of project plans and delivery
processes to identify key risks,
interdependencies and milestones,
- ongoing project progress and
status of IREPs and against predetermined plans and milestones
as set out in Schedule 7 of the
Rights Issue Deed dated 23rd May
2019 (the “RA”), and
- consider, review and recommend
for approval any and all capital
expenditure for any IREP and to
make recommendations to the
Board in relation to the release
of funds associated with project
delivery after satisfaction of project
status, including the achievement
milestones as listed in Schedule 7
of the RA.
The role, responsibilities and powers of
this committee includes matters set out
above as amended from time to time as
per approval process set out in the RA.
