Meetings shall be held at least three times in each financial year, as well as at such other times as the Chairman of the Committee shall require.
Prior to the commencement of each financial year, the Chairman of the Committee and the Secretary shall review the frequency of and the dates for the Committee’s meetings for the subsequent financial year and propose such dates for agreement by other members of the Committee.
A meeting of the Committee may be called by the Secretary at the request of any member of the Committee, the Company’s Financial Officer, the Head of Internal Audit or the Company’s External Auditor and the Secretary shall agree the agenda for any meeting so called with the Chairman of the Committee.
No one other than a Committee member is entitled to attend meetings of the Committee. The Chairman of the Board, Chief Executive Officer, other Executive and Non-Executive Directors, other senior management, the Secretary and external advisers may be invited to attend for all or part of any meeting of the Committee as and when appropriate.
At least once in each financial year, the Committee must meet with the External Auditor without any Executive Directors being present.
Meetings of the Committee shall be called by giving at least five working days’ written notice, unless all the members of the Committee agree to a meeting of the Committee being held on shorter notice.
Members may participate in a meeting of the Committee by means of a conference telephone, video conferencing facility or other suitable communications equipment.
The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, as well as keeping appropriate records. Minutes of the meetings shall be circulated promptly to all members of the Committee.