Administrative matters Meetings The Committee will meet as often as necessary to undertake its role effectively. The quorum necessary for a meeting of the Committee will be two members. The Company Secretary must on request from any Committee member, convene a meeting of the Committee. Notice must be given to every Committee member of every Committee meeting but there is no minimum notice period. Acknowledgment of receipt of notice by all members is not required before the meeting may be validly held. Members of management and/or external consultants may attend meetings of the Committee at the invitation of the Committee Chairman, but must not be appointed members of the Committee. All directors are able to attend any Committee meetings as invitees. Access and external engagement The Committee has rights of access to management and/or external consultants and the to seek explanations and additional information. The Committee may, upon notifying the Chairman of the Board, approve the appointment, and seek the advice of, Adriatic’s advisors (at the cost of the Company) as to any matter pertaining to the powers or duties of the Committee. Agenda and minutes The Company Secretary, or delegate, will: attend all Committee meetings as minute secretary; in conjunction with the Chairman of the Committee, prepare an agenda or notification of meeting purpose to be circulated by text message or email to each Committee member before each meeting of the Committee; and prepare minutes of each Committee meeting to be circulated within 48 hours to the Committee, CEO, CFO and the Board. Reporting The minutes of the previous Committee meeting will be included in the Board papers for the Board meeting following a meeting of the Committee. The matters before the Committee will be incorporated into the respective reports of the CEO and/or CFO or from the Committee Chairman. The Committee Chairman will recommend to the Board any matters for approval and provide a report at the Board meeting as to any other material matters arising out of Committee meetings. All directors will be permitted, within the Board meeting, to request information of the Committee Chairman or members of the Committee. Responsibilities The Committee shall assist the Board of Directors in fulfilling its statutory, fiduciary and corporate governance responsibilities relating to accounting, reporting practices and risk management.
Administrative matters Meetings The Committee will meet as often as necessary to undertake its role effectively. The quorum necessary for a meeting of the Committee will be two members. The Company Secretary must on request from any Committee member, convene a meeting of the Committee. Notice must be given to every Committee member of every Committee meeting but there is no minimum notice period. Acknowledgment of receipt of notice by all members is not required before the meeting may be validly held. Members of management and/or external consultants may attend meetings of the Committee at the invitation of the Committee Chairman, but must not be appointed members of the Committee. All directors are able to attend any Committee meetings as invitees. Access and external engagement The Committee has rights of access to management and/or external consultants and the to seek explanations and additional information. The Committee may, upon notifying the Chairman of the Board, approve the appointment, and seek the advice of, Adriatic’s advisors (at the cost of the Company) as to any matter pertaining to the powers or duties of the Committee. Agenda and minutes The Company Secretary, or delegate, will: attend all Committee meetings as minute secretary; in conjunction with the Chairman of the Committee, prepare an agenda or notification of meeting purpose to be circulated by text message or email to each Committee member before each meeting of the Committee; and prepare minutes of each Committee meeting to be circulated within 48 hours to the Committee, CEO, CFO and the Board. Reporting The minutes of the previous Committee meeting will be included in the Board papers for the Board meeting following a meeting of the Committee. The matters before the Committee will be incorporated into the respective reports of the CEO and/or CFO or from the Committee Chairman. The Committee Chairman will recommend to the Board any matters for approval and provide a report at the Board meeting as to any other material matters arising out of Committee meetings. All directors will be permitted, within the Board meeting, to request information of the Committee Chairman or members of the Committee. Responsibilities The Committee shall assist the Board of Directors in fulfilling its statutory, fiduciary and corporate governance responsibilities relating to accounting, reporting practices and risk management.