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1. Members of the committee shall be appointed by the Board. The minimum number of members shall be two.
2. The Board shall appoint the committee chairman from amongst the members of the committee.
3. At least one of the members shall have recent and relevant financial experience.
4. Only members of the committee have the right to attend committee meetings. However, other individuals such as the Group Chief Executive Officer, Chief Financial Officer and representatives from the finance team may be invited to attend all or part of any meeting as and when appropriate.
5. The internal and external auditors will be invited to attend meetings of the committee on a regular basis.
6. Appointments to the committee shall be for a period of up to three years, which may be extended for two further three year periods, provided the member in question continues to be determined by the Board as being independent.
7. The Company Secretary shall be the secretary of the committee and shall keep appropriate minutes of its proceedings. The Company Secretary should have direct access to the chairman of the committee at all times.
8. Two members of the committee shall constitute a quorum.
9. Meetings shall be held not less than four times per year on pre-arranged dates as set out in the corporate calendar, or otherwise at the request of any of its members or at the request of external or internal auditors if they consider it necessary. Meetings of the committee shall be called by the secretary of the committee.
10. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with the agenda of items to be discussed, shall be forwarded to each member of the committee no later than four working days before the date of the meeting.
11. The chairman of the committee shall attend the Annual General Meeting and shall be prepared to respond to any shareholder questions on the committee's activities.
12. The committee is authorised by the Board to investigate any activity within these terms of reference and can seek any information it requires from any employee and all employees shall be directed to co-operate with any request by the committee. The committee may call any employee to be questioned at a meeting of the committee as and when required.
13. The committee may obtain, at the Company's expense, outside legal or independent professional advice and such advisors may attend meetings as necessary and appropriate. Such advice must be sought at a reasonable cost commensurate with the matter under review.
14. The committee is authorised by the Board to ensure that the internal audit, corporate secretariat and risk management functions are adequately resourced and have appropriate authority within the Company.
15. The duties of the committee shall be:
The committee shall also review any significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature.
The committee shall also review and challenge where necessary:
Where, following its review, the committee is not satisfied with any aspect of the proposed financial reporting by the Company it must report its views to the board.
have access to sufficient resources in order to carry out its duties, including access to the Company Secretariat for assistance as required;
N.Butler (Chairman), M.Sunmonu, M.Phillips
19 April 2017
30 December 2016
19 December 2016
18 November 2016
20 September 2016
25 September 2015
26 September 2014
20 April 2017
San Leon Energy is led by an outstanding team of specialist professionals.
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