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The Audit and Risk Management Committee has been established to assist the Board of MDM Engineering in fulfilling its corporate governance and oversight responsibilities in relation to the group’s financial reports in process, internal control structure, risk management systems (financial and non-financial) and the external audit process. The committee is governed by a Charter approved by the Board.
The committee consists of:
The members of the committee at the date of this report are as follows:
Qualifications of Audit and Risk Management Committee members:
Mr Nairn has had over 45 years’ senior experience in the mining industry and is intimately familiar with the nature of MDM Engineering’s business.
Mr Summers is a Chartered Accountant, a director of various other listed entities.
The Board deems all members of the committee have the relevant experience and understanding of accounting, financial issues and the mining industry to enable them to effectively oversee audit procedures.
The committee reviews the performance of the external auditors on an annual basis and meets with them at least twice a year to:
The committee receives regular reports from the external auditor on the critical policies and practices of the group and all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management.
The committee assesses the group’s structure, business and controls annually. It ensures that Board is made aware of internal control practices, risk management and compliance matters which may significantly impact upon the group in a timely manner. The committee meets when deemed necessary and at least twice a year. Details of attendance at committee meetings are set out in the Directors’ report section of the annual report.
The members of the Remuneration Committee at the date of this report are:
The committee is governed by a Charter approved by the Board. The Board deems all members of the committee have the relevant experience and understanding to enable them to effectively oversee their responsibilities. The members of the committee comprise entirely non-executive directors.
The committee reviews compensation arrangements for the directors and the executive team. The committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to the relevant employment market conditions, with the overall objective of ensuring maximum shareholder benefit from the retention of a high quality executive team. The nature and amount of directors’ and officers’ emoluments are linked to the group’s financial and operational performance. In carrying out its responsibilities, the committee is authorised by the Board to secure the attendance of any person with relevant experience and expertise at committee meetings, if it considers their attendance to be appropriate and to engage, at the company’s expense, outside legal or other professional advice or assistance on any matters within its Charter or terms of reference. The committee reviews succession planning for key executive positions (other than executive directors) to maintain an appropriate balance of skills, experience and expertise in the management of the group. The committee does not allow for retirement benefits of non-executive directors and non-executive directors are remunerated by way of an annual fee in the form of cash. For details of remuneration of directors and executives refer to Directors’ report section of the annual report.
The committee meets as necessary, but must meet at least once a year and the minutes are distributed to all Board members.
A Health and Safety Committee has been established in accordance with the Occupational Health and Safety Act 85 of 1993. The Committee reports though to the MDM Engineering Board Chairman, Mr. Bill Nairn.
The purpose of the Committee is to initiate, develop, promote, maintain and review the health and safety program and initiatives of MDM Engineering.
The Committee is tasked with the following:
The following people have been appointed to the Health and Safety Committee:
The Committee meets every 3 months and gives feedback to the Board on a quarterly basis.
In order to fulfill the company’s responsibility to shareholders to ensure that the composition, structure and operation of the Board are of the highest standard, the full Board of MDM Engineering acts as the Nomination Committee. The Board believes the input of all directors is essential due to their respective expertise and knowledge of the industry and exposure to the markets in which the group operates.
The Board is guided by a Charter and may at times take into consideration the advice of external consultants to assist with this process. Meetings take place as often as necessary, but the committee must meet at least once a year and minutes are distributed to all Board members.
Appointments are referred to shareholders at the next available opportunity for election in general meeting.
