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.
Human Resources CommitteeIt consists of four to six members ofthe Board, most of whom are nonexecutive.Its duty is fourfold:• It supervises the application of thecompensation system of the Company’sHuman Resources, basedon the achievement of annual andmedium-term objectives and inview of market conditions. Its aimis to ensure the Company’s competitivenessthrough the retentionof high-performance executives.The above mentioned supervisionand the relevant recommendationsby the Committee are carriedout in cooperation with externalconsultants, following relevantmarket surveys.• Evaluates the performance of theCEO and the top managementmembers and submits proposalsto the Board regarding their compensation.The Committee alsosubmits proposals regarding theannual general remuneration policyfor the Group’s personnel.• Submits proposals to the Boardconcerning the management developmentof executives, as wellas efficient reward and benefitsystems for the personnel.• Evaluates and selects the best alternativesof investing the funds ofthe Pension Plan for the Group’spersonnel.Strategy CommitteeIt consists of four to six BoardMembers, most of whom are nonexecutive.Through the use of analysis and consultation,and in cooperation withmanagement, this Committee is responsibleto evaluate new objectives,new plans and new areas for the developmentof industrial and commercialactivities. Furthermore, it mayprovide advisory opinions, in cooperationwith Management, on newcategories of activities on which theCompany should focus. It is also responsibleto examine Management’sproposals for scheduling businessplans and projects and to explore:• the compatibility of the proposedactivities and ventures with theCompany’s Purpose and objectives,as they appear in the Visionand Purpose Statement• the adequacy of the Company’sinfrastructure, capital structureand human resources for theunimpeded realization of theabove-mentioned business plansand projects.The Committee is also in charge ofintermittently examining the needfor and expediency of the revision ofthe Group’s Vision and PurposeStatements. Last but not least, itsupports Management’s proposalsto the Board on all the above.Internal Audit ServicesThey are headed by a senior levelmanagement member supervisedby the Audit Committee. The InternalAudit performs its duties guided byits Charter, which is authorized by theAudit Committee and the CEO. Theinternal audits are conducted followinginternational professional practices,codified in the “Manual ofInternal Audit Standards”. The InternalAudit Services have the followingresponsibilities:• To monitor, through internal audits,the implementation of andcontinuous compliance with theCompany’s Statute, Regulations,Procedures and Directives, aswell as with all Legislation relevantto the Company• To report, through the AuditCommittee, to the Board of Directorscases of conflict betweenthe interests of Board or Managementmembers and the interestsof the Company• To notify, through the Audit Committee,the Board of Directors inwriting, at least quarterly, of thefindings of the audits performed• To attend the Shareholders’ GeneralAssemblies• To collaborate with the state SupervisingAuthorities, assistingthem in their supervising andaudit responsibilities, and disclosing– with the approval of theBoard of Directors – any informationrequested in writing by them.<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>45