Meetings and Quorum: The ARC should meet sufficiently regularly to discharge its duties effectively. The ARC shall meet with such frequency and at such times as it may determine. It is expected that the ARC shall meet as necessary during the year at appropriate times in the reporting and audit cycle and otherwise as required. When participating in meetings of the ARC, executive directors are expected to discharge their responsibilities as directors of GSCM and not to act solely as the representative of the activity for which they bear executive responsibility.
Only members of the ARC have the right to attend ARC meetings. However, other individuals, including, but not limited to, directors and senior executives, may be invited to attend all or part of any meetings with the permission of the Board. The external auditors will be invited to attend meetings of the ARC on a regular basis.
Meetings of the ARC shall be called by any of its members or at the request of the external auditors if they consider it necessary. Unless otherwise agreed, notice of each meeting, confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the ARC and any other person required to attend within a reasonable time. Reasonable will generally be regarded as no later than three working days before the date of the meeting, except in urgent and/or exceptional circumstances. Supporting papers shall be sent to the ARC members and to other attendees as appropriate, at the same time.
The quorum necessary for the transaction of business shall be two members with voting rights. A duly convened meeting of the ARC at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vesting in or exercisable by the ARC.
Minutes of the ARC meetings shall be circulated to all members of the ARC within 14 working days of the meeting. Once agreed upon by way of a simple majority vote, the minutes will be included in the period shareholder reporting processes.
The Chair of the ARC shall attend the Annual General Meeting prepared to respond to any shareholder questions on the ARC’s activities.
Voting Rights: Members referred to in (a) and (b) will be decision-making members and have voting rights on matters over which the IC maintains jurisdiction, while members referred to in (c) will be the non-decision making members, and will not have voting rights.
Duties & Responsibilities: The ARC will oversee GSCM’s processes regarding nomination, remuneration and the integrity of GSCM’s financial statements and independent audits. The ARC will be responsible for the following:
(a) in conjunction with the Board, to formulate policies and procedures that direct the ARC’s administration of responsibilities, including procedures for identifying or receiving, and then investigating and treating open and anonymous complaints, conflicts of interest, violations of applicable laws or suspected improprieties in connection with areas over which the ARC has responsibility, and submit by way of a simple majority vote, such policies and procedures to the GSCM Board, for a vote, for implementation;
(b) to review and discuss GSCM’s annual audited financial statements with the PMs and GSCM’s independent accountants;
(c) to regularly evaluate the independence and performance of GSCM’s independent accountants;
(d) at least annually, to obtain and review a report by GSCM’s independent accountants which describe internal quality-control procedures and any issues that have been raised related to the most recent version of the internal quality-control procedures;
(e) to establish policies and procedures for pre-approval of certain services by the independent accountants, as deemed appropriate;
to act as a liaison between GSCM’s independent accountants and the Board;
(g) to oversee GSCM’s compliance with legal and regulatory requirements that relate to accounting and financial reporting, internal control over financial reporting and independent audits;
(h) to meet periodically with the PMs (outside the presence of the independent accountants) and with the independent accountants of GSCM (outside the presence of PMs) to discuss any issues relating to GSCM’s audited financial statements;
(i) to resolve disagreements between the PMs and the independent accountants regarding financial reporting of GSCM operations;
(j) to recommend by way of a simple majority vote, any new policies or procedures or changes to existing policies or procedures to the Board (if any), with regard to the ARC’s administration of responsibilities, for a vote;
(k) to meet quarterly either in-person or electronically, but in-person every second time at the minimum, to address specific and general developments, as well as to vote on matters that have arisen since the last meeting, and take minutes;
(l) to meet on an ad-hoc basis, as required by a given urgent situation or set of urgent situations, either in-person or electronically, and attempt to resolve the situation(s), and take minutes;
(m) to submit to the Board any matters over which the ARC does not have jurisdiction, or that cannot be resolved internally, including urgent matters, which are to be submitted to the Chair of the Board, or if unavailable, the GSCM Managing Director, for a vote. If this procedure is used to approve urgent matters, the committee which would normally have responsibility for that area will have to approve any actions taken within 3 weeks of when the Chair of the Board or Managing Director made the decision;
(n) to recommend to the Board for a vote, by way of a simple majority of eligible members who have voting rights, the removal of a member of the ARC, accompanied by a full explanation and any supporting documentation. Any person who the ARC is considering having removed from the ARC is not eligible to vote on whether not their proposed removal will be forwarded to the Board;
(o) to furnish regular notices, and prepare quarterly and annual ARC reports, which summarise the ARC’s activities, for review by the Board. All quarterly and annual reports must be approved by a simple majority vote;
(p) to maintain records of all correspondence and actions taken by the ARC.
In more detail these duties involve:
a. Financial Reporting: The Committee shall monitor the integrity of the financial statements of GSCM, including its annual and interim reports and any other formal announcement relating to its financial performance, reviewing and reporting to the Board on significant financial reporting issues and judgments which they contain having regard to matters communicated to it by the auditor. The Committee shall review and challenge where necessary:
i. the consistency of, and any changes to, accounting policies both on a year on year basis and across GSCM;
ii. the methods used to account for significant or unusual transactions where different approaches are possible;
iii. whether GSCM has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
iv. the clarity of disclosure in GSCM’s financial reports and the context in which statements are made; and
v. all material information presented with the financial statements, such as the strategic report and corporate governance statement (insofar as these relate to audit and risk management).