Kuwait Energy
Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES, Channel Islands
KUWAIT ENERGY PLC
(
the
Company)
CHARTER OF THE AUDIT AND RISK COMMITTEE
Constitution
1.
It is resolved that a committee of the board be established, to be known as the audit and risk
committee (the “
Committee”
). The Committee shall be responsible for assisting the board in
fulfilling its fiduciary responsibilities to provide oversight with respect to the following in relation
to the Group. For this purpose “Group” includes the Company, Kuwait Energy Kscc, and their
respective subsidiaries:
(a)
the integrity of the Company’s financial statements and other financial information
provided to shareholders and others, including the group’s system of internal controls for financial
reporting;
(b)
the manner in which the group’s management ensures and monitors the adequacy of
financial, operational and compliance internal controls and risk management processes designed to
manage significant risk exposures;
(c)
the engagement, performance and independence of the external auditors;
(d)
the engagement, independence and performance of the internal audit function;
(e)
compliance with legal requirements and group policies regarding ethical conduct;
(f)
and
(g)
the group’s reserves auditing process and procedures.
In so doing, the Committee will provide a focal point for free and open communications among
independent non-executive directors, the Company’s management, the internal auditors and the
external auditors.
Membership
2.
The Committee shall be appointed by the board, on the recommendation of the nomination
committee in consultation with the chairman of the Committee, in accordance with the Company’s
articles of association.
3.
All members of the Committee shall be independent non-executive directors as defined in the UK
Corporate Governance Code
.
The Committee shall consist of a minimum of two members. All
members shall be financially literate and at least one Committee member shall have a current
professional qualification from one of the professional accountancy bodies. The chairman of the
board shall not be a member of the Committee.
4.
The chairman of the Committee shall be an independent non-executive director and shall
be
appointed by the board on the recommendation of the nomination committee from among the
members of the Committee. In the absence of the chairman of the Committee (and/or an appointed
alternate member), the members present at any meeting of the Committee shall elect one of their
number to chair the meeting.