The board of directors of Infinis Energy Management Limited (the Board”) has established Executive, Audit and Remuneration Committees which operate within defined terms of reference, which are made available in this section.
The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half‑yearly reports remains with the Board. The Audit Committee will normally meet at least three times a year at the appropriate times in the reporting and audit cycle.
The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with quorum requirements and the right to attend meetings. The responsibilities of the Audit Committee covered in the terms of reference are: external audit, internal audit, financial reporting, internal controls and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities.
The members of the Audit Committee are the Non-executive Directors and the Shareholder Directors.
The Remuneration Committee will review recommendations and approve policies in relation to policies in respect of the appointment, termination and terms of conditions of employment of employees of the Infinis Group. As set out in the Terms of Reference, the Remuneration Committee has responsibility for the organisational structure of the Governing Company and the Group, the appointment and termination of appointment of any Executive Director, senior employee or manager of the any Group Company including the terms and conditions thereof, and of any proposed redundancies. The Remuneration Committee is delegated to make any changes to the role of any Executive Director or senior employee, review matters concerning their remuneration and benefits, any salary increases, bonuses and incentive programmes as well as any allocation of shares to any employees. The Committee will meet at least once a year.
The terms of reference of the Remuneration Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with the quorum requirements and the right to attend meetings. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.
The members of the Remuneration Committee are Non-executive Directors and the Shareholder Directors.
Remuneration Committee terms of reference
The Executive Committee comprises the Executive Directors and exercises the day to day management of the Group in accordance with the authorities and within the limits delegated to it.