2010 Annual Report - S&B

Board CommitteesIn order to ensure a more efficientoperation of the Board of Directors,without adverse effects on its cohesion,Committees have been establishedand function with clearlydefined duties and authorities. Committeemembers are appointed bythe Board, with the notable exceptionof the members of the AuditCommittee appointed by the Shareholders’General Assembly.The role of the Committees is consultative,and they report to the Board asa collective body. The Board maycede specific decision prerogatives toCommittees, provided that the Boarddoes not relinquish accountability forthe Committees’ decisions.Committees are provided with all necessarymeans and resources in orderto achieve their goals successfully.The following four Board Committees,comprising mainly of non-executivemembers, operate currently:Audit CommitteeIt consists of three to five non-executiveBoard members, at least one ofwhich is independent. At least one independentnon-executive member ofthe Audit Committee must have adequatecompetence in accounting,controlling and auditing.The Audit Committee’s task is to assistthe Board in fulfilling its overseeingresponsibilities so as to ensure:• the adequacy and integrity of theCorporation’s accounting and financialreporting systems• the proper operation of efficientcontrol systems• the credibility and integrity of thepublicized financial statements• the effective operation of systemsfor risk assessment andprudential management• the effective implementation ofthe Group’s Corporate GovernancePrinciples, and its compliancewith the Legislation.The Audit Committee meets at leastfour times a year. It is appointed bythe General Assembly and operatesby a charter that forms part of theCompany’s Internal Regulation. Thecharter is approved and revised bythe Board of Directors.Nomination CommitteeIt consists of four to six BoardMembers, most of whom are nonexecutive.Its mission is to assist the Board inensuring continuity and normal successionfor Board membership andfor the position of CEO, as well as forthe Group’s top-level managementdevelopment and succession.The membership of this Committeemay be, partly or totally, the sameas that of the Human ResourcesCommittee.The Nomination Committee operatesby a charter that forms part ofthe Company’s Internal Regulation.This charter is approved and revisedby the Board.44 S&B Industrial Minerals S.A.