Board commi­tees

To improve the efficiency of its work, the Board of Directors has established an Audit Committee, an ESG Committee and a Technology and Security Committee. The Board elects the members and Chairs of the committees from among its members annually and confirms the committees’ written rules of procedure. 

Audit Committee

The Audit Committee consists of at least two Board members. The majority of its members must be independent of the company, and at least one member must be independent of the company’s major shareholders. In accordance with the Limited Liability Companies Act, a member of the Audit Committee must not be involved in the day-to-day management of the company or an entity or foundation included in the company’s consolidated financial statements. At least one member of the Audit Committee must also have expertise in accounting or auditing. In terms of the company’s financial reporting and auditing, the Audit Committee is responsible for monitoring and assessing the company’s financial reporting system and the effectiveness of its internal control and audit and risk management systems, as well as the independence of the auditor and particularly their provision of non-audit services. In addition, the Audit Committee monitors the company’s auditing and prepares the election of the company’s auditor. The committee meets at least four times a year. It does not have independent decision-making power. It serves as a preparatory body that discusses matters to be proposed to the Board to decide on.

ESG Committee

The ESG Committee consists of at least two Board members, one of whom is the Chair of the Board. The ESG Committee is responsible for assisting and advising the Board concerning matters related to the sustainability of Endomines’ business operations, including the management’s remuneration, and for preparing proposals related to these. The ESG Committee supports the management in implementing the company’s ESG policy, regularly assesses the need for changes to the ESG policy and prepares the necessary proposals for the Board. The ESG Committee also prepares proposals for the Board on matters concerning the remuneration and other terms of employment of the management, and monitors and assesses current remuneration schemes and remuneration schemes that ended during the year, in addition to monitoring and assessing the application of the guidelines concerning the remuneration of senior management. The ESG Committee meets at least twice a year.

Technology and Safety Committee

The Technology and Security Committee consists of at least two members of the Board. Together with the company’s management, it reviews the gold exploration and drilling plans and provides general advice on matters related to technology and security. If necessary, the committee may invite employees of the company and its subsidiaries or external experts to attend its meetings. The ESG Committee meets at least twice a year.