The committee shall have a minimum of three members, one of which will be a member of the audit committee and at least one an independent non-executive director. Members shall have appropriate knowledge, skills and expertise to fully understand risk appetite and strategy of the company.
Members of the committee shall be appointed by the board for a period of up to three years which may be extended for up to two additional three-year periods, provided the director still meets the criteria for membership of the committee.
Only members of the committee have the right to attend committee meetings. The CEO and CFO shall be expected to attend meetings of the committee on a regular basis and other individuals may be invited to attend all or part of any meeting as and when appropriate.
The board shall appoint the committee chair. In the absence of the committee chair and/or an appointed deputy at a committee meeting, the remaining members present shall elect one of themselves to chair the meeting.
The Corporate Secretary or their nominee shall act as the secretary of the committee and will ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.
The quorum necessary for the transaction of business shall be at least 2 members.
The committee shall meet at least twice a year at appropriate times and otherwise as required.
Meetings of the committee shall be called by the secretary of the committee at the request of the committee chair or any of its members, or at the request of the Chairman of the Board of Directors.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date of the meeting, together with an agenda of items to be discussed, shall be forwarded to each member of the committee and any other person required to attend no later than 5 working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.
The secretary shall minute the proceedings and decisions of all committee meetings, including recording the names of those present and in attendance.
Draft minutes of committee meetings shall be circulated to all members of the committee. Once approved, minutes should be circulated to all members of the board unless, exceptionally, it would be inappropriate to do so.
The committee chair should attend the annual general meeting to answer any shareholder questions on the committee’s activities. In addition, the committee chair should seek engagement with shareholders on significant matters related to the committee’s areas of responsibility.
The risk committee should seek assurance on the risks the company identifies as those to which the business may be exposed, including the following:
Threats to the business model or future performance
Operational risk
Transactional risk
Capital
Insolvency
Liquidity
Conduct risk
Material litigation
Reputational risk
Ethical codes
IT operations, including cyber risk
Health and safety
Pandemic risk
Business continuity plans
Regulatory and legal risks
Investment risk
Insurance risk
Credit limits
Asset impairments
Advise the board on the likelihood and the impact of principal risks materializing, and the management and mitigation of principal risks to reduce the likelihood of their incidence or their impact.
Advise the board on the risk aspects of proposed changes to strategy and strategic transactions including acquisitions or disposals, ensuring that a due diligence appraisal of the proposition is undertaken, focusing in particular on implications for the risk appetite, tolerance and strategy of the company, and taking independent external advice where appropriate and available.
The committee chair shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities.
The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed.
The committee shall compile a report of its activities to be included in the company’s annual report, describing the work of the committee.
The Committee shall:
Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
Oversee any investigation of activities which are within its terms of reference.
Work and liaise as necessary with all other board committees ensuring interaction between committees and with the board is reviewed regularly, taking particular account of the impact of risk management and internal controls on the work of other committees.
Ensure that a periodic evaluation of the committee’s performance is carried out.
At least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.
The Committee is authorized to:
Request the attendance of any employee at a meeting of the committee and/or seek any information it requires from any employee of the company in order to perform its duties.
Delegate any matter or matters to another committee or person(s) as it deems appropriate.
Obtain, at the company’s expense, independent legal or other professional advice on any matter within its terms of reference if it believes it necessary to do so.