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Audit and risk committee
The audit and risk committee is chaired by Dr. Yousef Al Awadi and its other member is Rachel English. The audit and
risk committee intends to meet at least three times a year. The committee has responsibility for, amongst other things, the
planning and review of the Group’s annual report and accounts and half-yearly reports and the involvement of the
Group’s auditors in that process. It focuses in particular on compliance with legal requirements, accounting standards
and the rules of the FCA and ensuring that an effective system of internal financial control is maintained. The ultimate
responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the
Board.
Remuneration committee
The remuneration committee is chaired by Rachel English and its other members are Mohamed Yusof Rafie and Dr.
Yousef Al Awadi. The remuneration committee meets at least twice a year and has responsibility for the determination
of specific remuneration packages for each of the Executive Directors and the Chairman, including any compensation
payments and recommending and monitoring the level and structure of remuneration for senior management, and the
implementation of share option, or other performance-related, schemes.
Nomination Committee
The nomination committee is chaired by Mohamed Yusof Rafie and its other member is Dr Manssour Aboukhamseen.
The nomination committee, which normally meets at least once per financial year, leads the process of board
appointments and makes recommendations to the Board, inter alia, on Board composition and balance. The nomination
committee also considers succession planning, taking into account the skills and expertise that will be needed on the
Board in the future.
The Issuer continuously endeavours to improve its corporate governance practices to meet the best international
standards and has implemented policies and processes to attain this objective including the establishment of criteria for
the evaluation of the Board’s performance.
Remuneration
The aggregate amount of remuneration paid to the members of the Board and management of the Issuer for services
provided in all capacities to the Group during the year ended 31 December 2013 was $1.7 million. This amount includes
housing, transport allowances and other benefits provided to the Group’s Chairman, Chief Executive Officer and Chief
Financial Officer such as health insurance for self and family and annual air tickets allowance. In addition, the Issuer
operates incentive plans, through which executive members of the Board and senior management hold shares in the
Issuer. Together, the Directors and Senior Management directly hold approximately 0.71% of the issued share capital of
the Issuer as at 7 July 2014 (the latest practicable date prior to publication of this document). Including interests held by
Directors and Senior Management in the Issuer’s principal shareholders, the Directors and Senior Management represent
approximately 5.48% of the issued share capital of the Issuer as at 7 July 2014 (the latest practicable date prior to
publication of this document). See “
Principal shareholders.
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