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Kuwait Energy
Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES, Channel Islands
5.
The chairman and members shall be listed each year in the Company’s annual report.
6.
Each member shall hold office as a Committee member for a period of up to three years, which may
be extended for an additional two further periods of up to three years, so long as the member
continues to be an independent non-executive director.
7.
If any member of the Committee is unable to act for any reason, the chairman of the Committee may
appoint another independent non-executive director of the Company agreed by the other members of
the Committee to act as that member’s alternate.
8.
The company secretary or his or her nominee shall be the secretary of the Committee.
9.
Each member of the Committee shall disclose to the Committee:
(a)
any personal financial interest (other than as a shareholder) in any matter to be decided by
the Committee; or
(b)
any potential conflict of interest arising from a cross-directorship.
Any such member shall abstain from voting on resolutions of the Committee in relation to which
such interest exists and from participating in the discussions concerning such resolutions and (if so
requested by the board) shall resign from the Committee.
Meetings
10.
The Committee shall meet at least three times a year, to coincide with key dates within the financial
reporting and audit cycle and otherwise as the chairman or any member of the Committee shall
require. A meeting shall be held as soon as reasonably practicable upon a request for such meeting
by the Company’s external auditors. All persons entitled to be present at any meeting of the
Committee shall receive notice of its meetings.
11.
No one other than the chairman, other members of the Committee and other non-executive directors
is entitled to be present at a meeting of the Committee. The chairman and members of the
Committee shall, however, have the discretion to decide if other individuals (such as the chief
executive, the company secretary, (and/or, if agreed by the chairman of the Committee, his or her
nominee) other members of management or external advisers) may be invited to attend for all or part
of any meeting, as and when appropriate and necessary.
12.
It is expected that the external audit lead partner and the internal auditor will be invited regularly to
attend meetings, as well as the finance director or other person heading the Group’s finance function.
At least once a year, the Committee shall meet with the external and internal auditors, without
management, to discuss matters relating to its remit and any issues arising from the audit.
13.
The quorum for meetings of the Committee shall be two members present throughout the meeting in
person or by telephone. A duly convened meeting of the Committee at which a quorum is present
shall be competent to exercise all or any of the authorities, powers and discretions vested in or
exercisable by the Committee.
14.
Meetings of the Committee shall be called by the secretary of the Committee at the request of any
member or at the request of external or internal auditor if they consider it necessary.
15.
Unless otherwise agreed, notice of each meeting confirming the venue, date and time together with
an agenda of items to be discussed and supporting papers, where appropriate, shall be forwarded to