Our Governance Framework includes committees that perform their duties on behalf of our Board. The Board is responsible for constituting, assigning, co-opting and fixing the terms of service for the committee members, who discharge their professional duties in accordance with their respective terms of reference.
The Audit Committee consists of four members, of which two are an independent non-executive director. The Audit Committee is chaired by Sami Haddad, an independent non-executive director. The Board has determined that all committee members have recent and relevant financial experience and shall be regarded as financial experts.
Assisting the Board in its oversight of the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditors.
Preparing and publishing an annual committee report and such other reports to the extent required under any applicable securities laws and stock exchange regulations.
The Remuneration Committee consists of three directors, of which one is an independent non-executive director. The Remuneration Committee is chaired by Sami Haddad, an independent non-executive director.
Assisting the Board in its oversight of all matters relating to director and executive officer compensation.
Preparing and publish an annual committee report on director and executive compensation and such other reports to the extent required under any applicable securities laws and stock exchange regulations.
The Nomination Committee consists of three directors. The Nomination Committee is chaired by Nada Shousha, an independent non-executive director.
Identifying individuals qualified to become Board members and recommending to the Board the director nominees for the next annual meeting of Shareholders.
Recommending to the Board director nominees for each committee of the Board.
Overseeing the evaluation of the Board and management.OC PLC Terms of Reference of the Nomination Committee
The Strategy & Sustainability Committee consists of six members is chaired by Renad Younes, an independent non-executive director.
To advise management on the Company’s long‐term strategic plans, including new business, investment, and divestment opportunities.
To set, monitor and discuss the Company’s sustainability and HSE goals, targets, risk management and objectives, including the progress made in these areas.
To review the Company’s communication practices with employees and contractors concerning HSE responsibilities.