The Audit Committee currently has four independent Directors, as per SEC and NYSE definitions.
The main purposes of the Audit Committee, without prejudice of any additional objectives or functions foreseen in its Charter, are to assist the Board in its oversight of: (i) the integrity of the Company’s financial statements and the Company’s accounting and financial reporting processes and financial statement audits; (ii) the independent auditor’s performance, qualifications and independence; (iii) the Company’s compliance with legal and regulatory requirements and the Company´s ethical standards; and (iv) the performance of the Company´s internal audit function.
The main purposes of the Compensation Committee, without prejudice of any additional objectives or functions foreseen in its Charter, are to:(i) evaluate and recommend for approval by the independent members of the Board the remuneration, benefits and incentive compensation arrangements for the key executive officers of the Company; (ii) implement and administer compensation related policies approved by the Board; (iii) establish performance indicators against which the key executive officers of the Company will be evaluated; (iv) evaluate and review the identification, recruitment and succession planning for key officers of the Company; and (v) review and recommend to the Board any changes to the remuneration of the Non-Executive Directors of the Company.
The main purposes of the Nomination and Corporate Governance Committee, without prejudice of any additional objectives or functions foreseen in this Charter, are to (i) review Board succession planning, including identifying and selecting suitable Board candidates in accordance with the criteria set forth in this Charter and approved by the Board; (ii) review and recommend to the Board the membership and Chair of each Board Committee; (iii) develop, review and monitor the Company’s corporate governance guidelines, processes and structures; and (iv) conduct and oversee the Board’s biennial evaluation process.
The Technical Committee has three Directors. The main purposes of the Technical Committee, without prejudice of any additional objectives or functions foreseen in its Charter, are to assist the Board in fulfilling its responsibilities by providing strategic oversight on specific technical matters which are beyond the scope or expertise of non-technical Board members to: (i) Optimize and assure technical decision making in existing assets to ensure business performance targets, as defined by the annual corporate scorecard and long-range plan goals are achieved, including with respect to the design, execution and delivery of the exploration and appraisal strategy and plan, as well as the field development programs and drilling/production operations; (ii) Review and advise the Board on the technical analysis of prospective new ventures and, or, in conjunction with the Strategy and Risk Committee, potential corporate merger and acquisition opportunities, as and when required. And (iii) Provide regular, timely feedback, guidance and support to the management team and technical staff on all sub-surface matters to facilitate the Board processes related to work program and budget planning, execution and reporting, as well as people and business performance review.
