Mermaid Annaul Report 2009

Page 58

Other Responsibilities:

(27) Perform other activities related to the Audit Committee’s scope as requested by the Board. (28) Institute and oversee special investigations as needed.

(29) Review and assess the adequacy of the Audit Committee charter annually, requesting Board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation. (30) Confirm annually that all responsibilities outlined in its scope have been carried out.

(31) Evaluate the Audit Committee’s and individual members’ performance on a regular basis.

(32) Review arrangements by which staff of the Company may in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters, and ensure that arrangements are in place for the independent investigation of such matters and for appropriate follow up action. Remuneration Committee:

The Remuneration Committee’s responsibilities include, among other things, to:

(2) (3) (4) (5) (6) (7)

Recommend to the Board a framework of remuneration for the Board and determine the specific remuneration package for key executives of the Company. Ensure that the recommendation at paragraph (1) shall cover all aspects of remuneration including but not limited to directors’ fees, salaries, allowances, bonuses, share awards, options and benefits in kind.

Make recommendations to the Board in respect of paragraphs (1) and (2) above and submit the same for endorsement by the entire Board. Determine performance-related elements of remuneration to align interests of executive directors with those of shareholders and link rewards to corporate and individual performance. Consider whether Directors should be eligible for benefits under long-term incentive schemes. Administer the Company’s share award scheme and share option scheme (if any).

Consider and make recommendations to the Board concerning the disclosure of details of the Company’s remuneration policy, level and mix of remuneration and procedure for setting remuneration, and the details of the specific remuneration packages of the Directors and executives of

the Company, in addition (if appropriate) to those required by law or by the Code. Nomination Committee: The Nomination Committee’s responsibilities include, among other things, to: (1) (2)

Review and make recommendations to the Board on all candidates nominated (whether by the Board, shareholders or otherwise) for appointment to the Board, taking into account the candidate’s track record, age, experience, capabilities and other relevant factors.

Identify and make recommendations to the Board as to the Directors who are to retire by rotation and to be put forward for re-election at each annual general meeting of the Company, having regard to the Directors’ contribution and performance (such as their attendance, preparedness, participation and candour), including, if applicable, as independent Directors.

Mermaid Maritime Public Company Limited

(1)

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