The Board has three committees: Audit, Remuneration and Nomination. A description of each is provided below:
The Audit Committee members are Leighton W. Smith (Interim Chairman) and Patrick D. Heneghan. The Committee’s purpose is to assist the Board (i) in the oversight of the quality and integrity of the accounting, auditing, internal control and financial reporting practices of the Company; (ii) in ensuring the Company’s compliance with all legal and regulatory requirements; and (iii) in determining the independent auditor’s qualifications and independence. The Audit Committee receives and reviews reports from management and BSG’s independent auditors related to the annual and interim accounts and the accounting and internal control systems in use throughout the Company. The Committee has unrestricted access to BSG’s independent auditors who report directly to the Committee.
The Remuneration Committee members are Leighton W. Smith (Chairman) and Patrick D. Heneghan. Remuneration Committee members have no personal interest, other than as option holders or shareholders, in matters decided by the Committee. The Remuneration Committee reviews the scale and structure of the executive directors’ and other senior executives’ compensation packages and the terms of their employment agreements. The Committee also has responsibility for administering the Company’s stock option plans. The remuneration, terms and conditions of appointment of the non-executive directors are set by the Board.
The Nomination Committee members are Patrick Heneghan (Chairman) and Leighton W. Smith. All prospective director appointments are considered before formal approval by the Board. The Nomination Committee meets as necessary, and interfaces with the Company’s nominated advisor as needed.