Corporate Governance

The Audit Committee is responsible for maintaining financial oversight by monitoring the integrity and accuracy of the Company’s financial statements, overseeing the policies that govern the appointment and independence of external auditors, and reviewing the effectiveness of risk management, internal audit, compliance, and internal control systems. Its role also extends to supervising both external and internal auditors, which includes evaluating the performance, independence, and qualifications of the external auditor, reviewing and approving internal audit plans while monitoring their execution, and ensuring that all audit activities align with regulatory requirements and Company objectives through periodic reviews of internal audit reports to maintain consistency and compliance. In addition, the Committee assist in assessing related-party transactions before making recommendations to the Board, oversees ethics and compliance by ensuring adherence to the Company’s Code of Conduct and compliance policies, as well as monitoring initiatives related to whistleblowing and regulatory compliance.

The Audit Committee comprises three Non-Executive Directors with strong expertise in finance, audit, legal and statutory reporting, and is chaired by an independent director. All members adhere to the Company’s insider trading policy, which governs the handling of material non-public information and trading conduct.

The Nomination and Remuneration Committee supports the Board in establishing policies for Board and senior management appointments, ensuring alignment with regulatory requirements, independence criteria, and gender diversity objectives. It also oversees remuneration and human-capital policies and provides recommendations to the Board on all related matters. The Committee is responsible for assessing the balance of skills, experience, and knowledge within the Board, as well as the size, structure, and composition of the Board and its committees, ensuring they remain fit for purpose and aligned with the Company’s long-term strategic needs.

The Nomination and Remuneration Committee comprises of three Non-Executive Directors, two of whom are independent directors and is chaired by one of the independent members. Members possess expertise in legal, governance, human capital and executive management matters.

The Sustainability, Strategy & Investment Committee guides the organisation’s long-term direction and value creation by advising the Board on strategic priorities, reviewing business strategy, assessing growth opportunities, and evaluating major investments. The Committee also defines and monitors ESG strategies, reviews key environmental, social, and governance metrics, and evaluates performance targets. In addition, it conducts periodic reviews of strategic updates and efficiency initiatives, assesses the effectiveness of Investor Relations.

The Sustainability, Strategy & Investment Committee comprises of five members and is chaired by a Non-Executive Director. Members possess expertise in strategic planning, investment evaluation and sustainability matters. All members of the Sustainability, Strategy & Investment Committee require to comply with the Company’s insider trading policy which sets out guidelines on matters relating to the sharing of material non-public information and insider trading.