“Our board committees form an important part of TNM’s governance processes”.
The Board is authorized to form committees to assist in the execution of its duties, powers and authorities. The Board has 3 standing committees, namely, the Audit Committee, the Appointments and Remuneration Committee and the Finance and Procurement Committee. The terms of reference and composition of the committees are determined and approved by the Board and have been adopted on an annual basis.
Although ultimate responsibility for risk oversight and risk management rests with the Board, the responsibility of the Audit Committee is to monitor and advise on the risk management and internal control structure, to safeguard TNM’s assets and to ensure reliable financial records are maintained.
The committee meets at least four times a year and also assists the Board in monitoring the compliance by the Company with legal, corporate governance and regulatory requirements, monitors external auditor’s independence, qualification and performance and the performance of the internal audit function.
The Audit Committee is required to have at least three members, two of which are appointed from the existing independent non-executive Directors. All members must be independent non-executive Directors of the Company and the Chairman of the Company is prohibited from being the Audit Committee Chairman.
At least one member of the Audit Committee should have recent and relevant financial or audit experience. The committee chairman is required to be appointed from among the independent non-executive Directors of TNM’s Board.
At least once a year the Audit Committee is required to meet the external and internal auditors without executive Board members present, and the Audit Committee Chairman is required to attend the AGM and answer questions on the committee’s activities and responsibilities, through the Chairman of the Board.
- Mr. John M. O’Neill (Chairman)
- Mr. Dean Lungu
- Mr. John Biziwick
Appointments and Remuneration Committee
TNM’s Appointments and Remuneration Committee determines and agrees with the Board, the framework or broad policy for the remuneration of the Managing Director, Chairman, the non-executive Directors, the Company Secretary and other members of the executive management.
The committee meets at least twice a year, and is made up of at least three members whose appointments are for a period of up to three years. If the committee member remains independent, their term can be extended for two further three-year periods.
The committee chairman (who cannot be TNM Board Chairman) is required to be an independent non-executive Director. No Director or manager can be involved in any decisions as to their own remuneration, and the remuneration of non-executive Directors is a matter for the Chairman and the executive members of the Board.
- Mr. Hitesh Anadkat (Chairman)
- Mr. Dean Lungu
- Mrs. Elizabeth Mafeni
Finance and Procurement Committee
The Finance and Procurement Committee is a three-person committee of the Board, directly responsible for discharging the Board’s responsibilities as they relate to finance decisions, procurement, internal procurement practices, controls and codes of procurement practice.
The committee meets at least four times a year and its role does not replace or replicate established management responsibilities and delegations of the Board.
The committee reviews, develops and implements finance and procurement objectives annually and monitors standing contracts, loan covenants, borrowing requirements and procurement policies.
Members of the Finance and Procurement Committee are required to declare any interests that could constitute a real, potential or apparent conflict of interest with respect to participation on the committee.
- Mrs. Elizabeth Mafeni (Chairperson)
- Mr. Hitesh Anadkat
- Mr. John Biziwick