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Board Committees

Audit & Risk Committee

The Audit & Risk Committee oversees the Group’s financial reporting, internal and external audit, internal control and risk management systems, and compliance, whistleblowing and fraud policies.

The Chairman of the Audit Committee is Gordon Hamilton and its members are Tony Lowrie, Octavia Matloa, Patrick Bartlett and Bernard Pryor. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code. Gordon Hamilton is considered to have the requisite financial experience given that he spent more than 30 years as a partner at Deloitte LLP primarily responsible for multinational and FTSE 100 listed company audits.

The Audit & Risk Committee meets formally at least twice a year and otherwise as required.

Audit & Risk Committee Charter

Remuneration Committee

The Remuneration Committee advises the Board on the remuneration of Executive directors and setting an overall policy for remunerating the Group’s employees.

The Remuneration Committee is chaired by Gordon Hamilton and its members are Tony Lowrie, Patrick Bartlett and Varda Shine. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The Remuneration Committee meets formally at least twice a year and otherwise as required.

Remuneration Committee Charter

Nomination Committee

The Nomination Committee leads the process for Board appointments and the re-election and succession of the Directors and the Chairman of the Board.

Petra’s Nomination Committee is chaired by Adonis Pouroulis and its members are Tony Lowrie, Patrick Bartlett and Gordon Hamilton. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The Nomination Committee meets formally at least twice a year and otherwise as required.

Nomination Committee Charter

HSE Committee

The HSE Committee oversees the Group’s health, safety and environmental systems and policies, and the monitoring of compliance.

The Chairman of the HSE Committee is Bernard Pryor and its members are Patrick Barteltt, Richard Duffy and Luctor Roode. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The HSE Committee meets formally at least twice a year and otherwise as required.

HSE Committee Charter

SED Committee

Petra’s Social, Ethics and Diversity Committee (“SED”) Committee oversees the Group’s social, ethics and diversity systems and policies and the monitoring of compliance.

The HSSE Committee is chaired by Octavia Matloa and its members are Jacques Breytenbach, Richard Duffy, Luctor Roode and Varda Shine. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The SED Committee meets formally at least twice a year and otherwise as required.

SED Committee Charter

ExECUTIVE Committee

Petra’s Executive Committee assists the CEO in the performance of his duties and in dealing with the day to day activities of the Company’s business.

The Executive Committee is chaired by Richard Duffy and its members are Jacques Breytenbach, Luctor Roode and Greg Stephenson.

Executive Committee Charter