The Committee shall comprise at least three Non-Executive Directors, appointed by the Board, in consultation with the Chairman of the Enterprise Risk Committee. The Chairman of the Committee shall be appointed by the Board but shall not be the Chairman of the company and must be an independent Non-Executive Director. In the absence of the Committee Chairman, the Committee shall appoint one of their members to chair the meeting. The quorum shall be two members of the Committee.
The Group Managing Director and Group Finance Director shall attend meetings by invitation and shall not be eligible to vote on any matter. The Group Finance Director will be the “risk management champion”.
The Head of Internal Audit shall be invited to attend meetings at least once per annum, to provide a report on the effectiveness of the controls within the group.
At the discretion of the Chairman, the Committee may require other persons to attend all or part of the meeting.
The Company Secretary shall act as the Secretary of the Committee unless the Committee otherwise determines.
Frequency of Meetings
Initially meetings shall be held four times a year, but it is understood that this may become less frequent after the initial set up period. Unless otherwise agreed, notice of every meeting, confirming the venue, date and time, together with an agenda of items and supporting papers to be discussed, shall be forwarded to each committee member and all persons required to attend, no later than three working days prior to the date of the meeting.
Meetings of the Committee shall be called by the Secretary of the Committee, at the request of any of its members, or at the request of the Executive.
The Committee is authorized by the Board to:
- Investigate any activity within its scope of responsibilities and terms of reference.
- Seek any information that it requires in fulfilment of its duties from any Director, officer, or employee of the group.
- Seek the Board’s approval for any outside assistance that it may deem necessary to carry out its duties.
-Request from time to time from management, such reports as is reasonable, in order to properly discharge its responsibilities.
The duties of the Committee shall include, but not be limited to:
- Approval of the ERM policy and framework after recommendation for approval by the Risk Management Champion.
- Approval of the company’s risk appetite statements after recommendation by the Executive.
- Ensuring that appropriate resources are in place (including ERM templates, tools and people) for the effective execution of the ERM function and related processes across the Group;
- Ensuring that the risk management system is implemented by the Group Managing Director with support from the Risk Management Champion, and that ERM gets embedded in the strategic planning process and daily operations;
- Ensures that the established requirements in the ERM Policy and Framework are being met through reliance on independent reviews by the internal audit team where appropriate
- Reviews risk management reports submitted by the Group’s subsidiaries and challenges management on the status and mitigation of the key risks.
- Provides feedback to the Executive on improvements to the ERM process.
The Secretary shall circulate draft minutes of each meeting of the Committee to Committee members, with a view to their being agreed within a reasonable period after the meeting. The Chairman shall report all substantive issues arising at the Enterprise Risk Committee at the next following Board Meeting.
Committee minutes shall be signed by no later than the next Committee meeting and copies of the signed minutes shall be tabled at the next Board meeting taking place after signing.
The Enterprise Risk Committee shall annually review its terms of reference and its own effectiveness and recommend any necessary changes to the Board.
The Enterprise Risk Committee shall report to the Board at least annually as to:
- A summary of the role of the Enterprise Risk committee.
- The number of meetings held and attendance by each member.
The Enterprise Risk Committee Chairman shall attend the Annual shareholders’ meeting and shall answer questions, through the Chairman of the Board, on committee’s activities and their responsibilities.
Executive Management Responsibilities
The existence of the Committee does not relieve the Executive Directors of their individual responsibility for risk management and the Board remains responsible at all times for reviewing the effectiveness of the same notwithstanding the delegation of certain aspects to the Committee.