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Whitehaven Coal Limited : Annual Report 2010
24 Audit and risk management committee The purpose of the Audit and Risk Management Committee is to advise on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the consolidated entity. Its current members are: (a) Neil Chatfield (Chairman); (b) John Conde; and (c) Alex Krueger. The Committee performs a variety of functions relevant to risk management and internal and external reporting and reports to the Board following each meeting. A broad agenda is laid down for each regular meeting according to an annual cycle. The Committee invites the external auditors to attend each of its meetings. Remuneration and nominations committee The purpose of the Remuneration and Nominations Committee is to assist the Board and report to it on remuneration and issues relevant to remuneration policies and practices including those for senior management and non-executive Directors, and to make recommendations to the Board in relation to the appointment of new Directors (both executive and non-executive) and senior management. Its current members are: (a) John Conde (Chairman); (b) Neil Chatfield; and (c) Hans Mende. Among the functions performed by the committee are the following: • review and evaluation of market practices and trends on remuneration matters • recommendations to the Board in relation to the consolidated entity's remuneration policies and procedures • oversight of the performance of senior management and non-executive Directors • recommendations to the Board in relation to the remuneration of senior management and non-executive Directors • development of suitable criteria (as regards skills, qualifications and experience) for Board candidates • identification and consideration of possible candidates, and recommendation to the Board accordingly • establishment of procedures, and recommendations to the Chairman, for the proper oversight of the Board and management Best practice commitment Whitehaven is committed to achieving and maintaining the highest standards of conduct and has undertaken various initiatives, as outlined in this statement, designed to achieve this objective. Whitehaven's corporate governance charter is intended to 'institutionalise' good corporate governance and, generally, to build a culture of best practice both in Whitehaven's own internal practices and in its dealings with others. Independent professional advice With the prior approval of the Chairman, each Director has the right to seek independent legal and other professional advice concerning any aspect of Whitehaven's operations or undertakings in order to fulfil their duties and responsibilities as Directors. Any costs incurred are borne by the Company. Compliance with ASX corporate governance guidelines and best practice recommendations The Board has assessed the Company's practice against the Australian Securities Exchange Corporate Governance Council's 'Corporate Governance Principles and Recommendations' ('ASX Guidelines'). Whitehaven complied with the ASX Guidelines in all material respects throughout the 2010 financial year. Where the Company has an alternative approach, this has been disclosed and explained. DIRECTORS' REPORT
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