Petrojam Limited is governed by a Board of Management, which has the mandate to guide the overall policy direction of the company.
TERMS OF REFERENCE CORPORATE GOVERNANCE COMMITTEE
Responsibilities and Objectives
The Corporate Governance Committee shall:
- Monitor compliance with the Public Bodies Management and Accountability Act and the Corporate Governance Framework for Public Bodies with all applicable laws and regulations.
- Oversee the performance evaluation of the Board, its Committees and individuals.
- Develop, review and recommend amendments to the Board’s corporate governance policies and principles.
- Review the organizational and operational performance of the Board’s Committees.
- Ensure all new Directors go through an appropriate orientation programme.
- Ensure Directors’ training to assist directors to properly discharge their role and function in line with an approved budget.
- Monitor a Code of Ethics for Directors and employees, and to periodically review and recommend amendments as required.
- The Corporate Governance Committee shall prepare an annual statement speaking to the overall Governance, approved by the Board for inclusion in the Company’s Annual Report.
- Review the Company’s Annual Report
There are four subcommittees which guide the operations of Petrojam Limited. They are the Procurement Committee; The Human Resource Committee; The Audit Committee and the Finance Committee. The Committee members are appointed by the Board of Directors. The Board from time to time reviews the composition of the committees to ensure that members have the required skills and capabilities to effectively discharge their responsibilities.
The Procurement Committee
The Procurement Committee monitors the procurement activities of the company to ensure compliance with the Handbook of Public Sector Procurement Procedures and the Public Procurement Act.
Procurement Committee Responsibilities and Objectives
- Review the annual procurement plan.
- Ensure that proposed procurement activities are executed according to the procurement plan.
- Review the procurement policy as required.
- Recommend procurements for endorsement by the Board of Directors.
The Human Resources Committee
The Human Resources Committee ensures that the Company is able to attract and retain a professional, motivated and competent workforce. The Committee reviews and makes recommendations to the Board of Directors for their areas of responsibilities and objectives.
Human Resource Committee Responsibilities and Objectives
- Benefits and compensation.
- Key position and recruitments.
- Succession planning.
- Performance appraisal.
- Training and development.
- Ensure transparency and accountability in all human relations activities.
- Quality life and well being.
- Industrial relations issues which may affect the Company including but not limited to its reputation, financial performance, continuity and ability to supply fuel.
- Annually review and contribute to the development of the HR Strategic Plan.
- Monitor and review the implementation of the HR Strategic Plan to ensure it conforms with the Corporate Strategic Plan.
- Recommend mechanism for continuous improvement in the industrial and employee relations.
- Review human resources development, organizational structure (at the supervisory level and above) and compensation principle and practices and recommend any significant changes to the Board.
- Lead the annual performance evaluation of the General Manager including a review of annual objectives against which performance is to be measured and report outcome to the Board.
- Review and concur with the General Manager on the hiring, promotion and compensation of senior officers reporting directly to the General Manager.
- Review and report to the board at least annually, on the succession planning process for the General Manager and other senior officers reporting to the General Manager and any other key positions considered critical to the functioning of the Company.
- Review performance incentive scheme annually and make recommendations to the Board.
- Review non-unionized employees’ compensation plans and recommend changes to such plans to the board ensuring fair and equitable treatment for all parties.
- Provide guidance to the General Manager in union issues and negotiations including reviewing with the General Manager and Manager HRD & A any policy grievances under the collective agreement and reporting these to the board for consideration.
- Review and revise all HR related policies.
The Audit Committee
The Audit Committee is established as a committee of the Board as required under the Public Bodies Management and Accountability Act. The Audit Committee shall advice the board on all areas under its management and responsibilities.
RESPONSIBILITIES AND OBJECTIVES
- Oversight of practices and procedures which will promote productivity and the quality and volume of service.
- Oversight of the extent to which the objects of the company are being achieved.
- Oversight of the adequacy, efficiency and effectiveness of the accounting and internal control structure and systems of the company.
- Oversight of the independence of auditors auditing the company.
- Review and advise the board on the financial statements that are to be included in the annual report of the public body.
- Oversight of internal audit of the company.
- Review and advise the board on the annual auditor’s report.
- Where the company is undergoing a special audit or examination, review and advise the board with respect to the report of that audit or examination.
- Perform such other functions as are assigned to it by the board.
- Review the adequacy of these Terms of Reference and the Committee’s own effectiveness annually, reporting any proposed changes to the Board for review and approval.
- Meet with the external auditors before the audit commences and discuss the nature and scope of the audit, approve terms of engagement, including the engagement letter and the scope of the audit.
- Meet with the external auditors post-audit to discuss the audit, including problems and reservations arising from the audit, and any matters the external auditors may wish to discuss.
- Review and advise the Board with respect to any special audit or examination.
- Review the scope and extent of internal audit, considerations of major findings and ensuring that the internal audit function has adequate resources.
- Review status reports from Internal Audit, considering management’s response to any major finding and providing support, if necessary, for any follow-up action required.
- Ensure the Internal Audit function has full, free and unrestricted access to all records, property and personnel and receives such professional advice necessary to fulfill its agreed objectives.
- Monitor compliance with established policies, plans, procedures, laws and regulations.
- Ensure, where they deem necessary, that suitably qualified individuals are appointed by the executive management with specific responsibility to monitor and effect compliance.
The Finance Committee
The purpose of the Finance Committee is to monitor significant financial planning, management and reporting matters of the Board of Directors.
RESPONSIBILITIES AND OBJECTIVES
- Advise the Board on all financial matters affecting Petrojam Limited, including investments in major projects and any significant financial planning, management and reporting issues.
- Make recommendations for the Boards’ approval and/or deliver reports to the Board on the following issues:
- Annual operating and capital budget
- Monthly financial statements
- Project expenditures in excess of US$100,000
- Cash Flow Management
- Contract, agreements or other instrument involving the financial affairs of Petrojam Limited
- Review the effectiveness of the Company’s financial reporting systems and procedures for effectiveness in the identification, assessment and monitoring of critical financial risks.
- Review the consistency of accounting policies and procedures annually, including policies related to financial management.
- Regarding Major Projects, the Finance Committee shall:
- Contribute to the development of the capital budget and assignment of priorities annually.
- Perform such other related functions as may be assigned by the Board.
