The Board of Directors
The Board of Directors is responsible for overseeing the strategic direction of the Company, monitoring the performance of the Company's assets and assessing opportunities for and risks affecting the Company's business and assessing means to effectively deal with the same. The Board is also responsible for monitoring the activities of the executive management.
In addition to those matters which must be approved by the Board of Directors by law, significant business activities and actions proposed to be taken by the Company are subject to Board approval.
Annual capital and operating budgets and significant changes thereto, long range plans, major changes in the organizational structure of the Company, annual and interim financial statements, major acquisition and disposal transactions, major financing transactions involving the issuance of shares, debt securities and the like, major banking transactions, long term contracts with significant cumulative financial commitments, appointment of senior executive officers, benefit plans, stock option plans, issuance of stock options and succession plans are all subject to Board approval or, where appropriate, a duly authorized committee of the Directors.
The Board currently has two committees, the Audit Committee and the Nomination & Renumeration Committee.
The Audit committee is composed of Messrs. James Crombie, Thomas Bailey and James Cable. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities relating to the financial accounting and reporting process, its audit process, disclosure process and internal controls of the Company. The primary duties and responsibilities of the Committee are to review the annual and interim financial statements of the Company and report thereon to the Board for approval; conduct such reviews and discussions with management and the independent auditors of the Company relating to the audit and financial reporting as deemed appropriate by the Committee; review and approve the terms of engagement of the Group's auditors and, in consultation with the auditors, the scope of the audit and monitor the independence and performance of the independent auditors.
Nomination & Renumeration
The Board of Directors has established a Nomination & Remuneration Committee which is currently composed of three members, being Messrs Thomas A. Bailey, James S. Cable and James A. Crombie. The Nomination & Remuneration Committee meets as required each year to review the performance of the executive directors and senior executives and to determine their respective compensation. The scale and structure of the remuneration and compensation packages for directors and senior executives is set taking into account time commitment, comparatives, risks and responsibilities, to ensure that the amount of compensation adequately reflects the individual's previous performance, achievements, experience, responsibilities and risks of the office or position held, and in the context of the Company's risk profile, to ensure they do not encourage excessive risk taking on the part of the recipient of such compensation.