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Kuwait Energy
Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES, Channel Islands
each member of the Committee and each other person invited to attend no later than five working
days prior to the date of the meeting. All reasonable efforts shall be made to give notice of meetings
of the Committee to all members of it and to arrange such meetings so that members are able to
attend them.
16.
A member of the Committee may participate in Committee meetings by telephone.
17.
In the event of an equality of votes, the chairman of the Committee shall have a casting vote.
18.
If present, the company secretary (or his or her nominee) shall act as secretary of the Committee. If
not present, then the members of the Committee shall designate one of those present as secretary for
the purpose of the meeting. The secretary of the Committee (or such nominee) shall prepare minutes
of any meeting of the Committee, which shall include names of those present and in attendance and,
after approval and signature by the chairman of the Committee, shall circulate the minutes to all
members of the Committee and to the chairman of the board and, once agreed, to all other members
of the board, unless it would be inappropriate to do so.
19.
The chairman of the Committee shall be available to answer questions about the Committee’s
activities at the annual general meeting of the Company. To the extent practicable, other members of
the Committee shall also attend the annual general meeting.
Duties
20.
The Committee shall carry out the duties below for the Company and the Group as a whole, as
appropriate (the “Duties”).
21.
The Duties of the Committee shall be:
(a)
External Auditors
(i)
to consider and make recommendations to the board, for it to put to the shareholders
for their approval in general meeting in relation to the appointment, re-appointment
and removal of the external auditor and the remuneration and terms of engagement
of the external auditor;
(ii)
if the board does not accept the Committee’s recommendation on the appointment,
re-appointment and removal of external auditors, to prepare a statement explaining
the Committee’s recommendation which shall be included in the annual report and
in any papers recommending appointment or re-appointment together with the
board’s reasons for taking a different position;
(iii)
to meet regularly with the external audit lead partner and other audit partners and
staff as required and in accordance with the section headed ‘meetings’ above;
(iv)
to review and agree the engagement letter with the external auditor at the start of
each audit; to discuss with the external auditors before the audit commences and
keep under review the scope and results of the audit, as well as whether the level of
fee payable is appropriate for the provision of those services; and to ensure co-
ordination where more than one audit firm is involved;
(v)
to review and monitor the external auditor’s independence, objectivity and the
effectiveness of the audit process annually, taking into consideration relevant UK