Board Committees

Audit and Risk Committee

The Committee defines each audit activity’s scope and plans and manages the audit. The Committee is responsible for evaluating the integrity of financial statements, adequacy of internal financial control, risk management system and communicating the Company’s financial performance. The audit committee reviews and monitors the effectiveness of the internal audit function and the auditor’s independence and performance. It recommends to the Board the appointment, reappointment, approving remuneration, and terms of appointment of auditors with respect to independence and objectivity. The Committee is required to meet at least three times a year, including once before the finalisation of annual accounts and once every six months.

Remuneration and Nomination Committee

The primary responsibility of the Committee is to formulate Greenko’s remuneration policy, pension rights, compensation payments, share options, and incentive payments for all the executive directors including chairman of the Company and determine the remuneration and benefits package payable to the Directors under the existing policy. The Committee determines the criteria for hiring the key executives and board members and evaluates their performance against the targets for awarding incentives. The remuneration and nomination committee ensures that a succession plan is in place and looks after contractual terms of termination, and any payments made thereof, are fair to the individual and the Company. The committee is also responsible for any other matter considered material by the Board of Directors with changing market dynamics.

Capital Delivery Committee

The role of the Committee is to assist the Board of Directors with the oversight of the development and adoption of appropriate governance, monitoring and reporting frameworks for new projects such as pumped storage projects with respect to risks interdependencies and milestones. The committee also overlooks, reviews, and recommends approval of capital expenditure for the IRESPs and makes recommendations to the Board concerning the release of funds associated with project delivery after ensuring the smooth functioning of the projects as visible from the achievement of the milestones.

Code of Conduct

Greenko has a clearly defined Code of Conduct to run the business in an ethical, transparent and accountable manner. Greenko develops capacity among its employees to follow the Company’s code of conduct to deal with business situations and make decisions accordingly. The Company has a robust mechanism to address any violation of code of conduct.

The Company’s code of conduct includes:

• Professional Integrity in relationship with customers and suppliers
• Relationships with Competitors
• Bribes and Kickbacks
• Communication
• Gifts and Entertainment, Conflict of Interest and Confidentiality
• Workplace Safety
• Political and Charitable Contributions