Board Committees

Audit Committee

The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, and risk management systems.

The Chairman of the Audit Committee is Gordon Hamilton and its members are Tony Lowrie, Octavia Matloa and Patrick Bartlett. 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 Committee meets formally at least twice a year and otherwise as required.

Audit Committee Charter

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and recommending and monitoring the remuneration of Senior Management below Board level.

The Remuneration Committee is chaired by Gordon Hamilton and its members are Tony Lowrie and Patrick Bartlett. 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 assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and appointment of Senior Managers.

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

HSSE Committee

Petra’s Health, Safety, Social and Environmental (“HSSE”) Committee’s role is to formulate and recommend to the Board the Group’s policy on all relevant health, safety, social and environmental issues as they affect the Group’s operations, and it ensures that the Board is cognisant of, and takes account of, mining corporate social responsibility best practice.

The HSSE Committee is chaired by Johan Dippenaar and is comprised of members of Petra’s Senior Management team. It meets formally at least twice a year and otherwise as required.

HSSE Committee Charter