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Whitehaven Coal Limited : Annual Report 2013
78 Whitehaven Coal Limited Annual Report 2013 Committees The Board has established the following standing Committees: Committee Purpose Membership Audit and Risk Management Committee Advises on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the Whitehaven Group. It also gives the Board additional assurance regarding the quality and reliability of nancial information prepared for use by the Board in determining policies or for inclusion in the nancial report. John Conde (Chairman) Mark Vaile Rick Gazzard Remuneration Committee Assists the Board and reports to it on remuneration and issues relevant to remuneration policies and practices including those for key management. The Committee is also responsible for overseeing Whitehaven's human resources strategy. Christine McLoughlin (Chairman) Mark Vaile John Conde Governance and Nomination Committee Assists the Board and reports to it on issues relevant to governance policies and practices including the independence of Directors and to make recommendations to the Board in relation to the appointment of new Directors. The Committee also supports and advises the Board on the oversight of succession planning for the chief executive o cer and on identifying initiatives required to improve diversity. Mark Vaile (Chairman) John Conde Philip Christensen Christine McLoughlin Health, Safety, Environment and Community Committee Assists the Board and reports to it on health, safety, environment and community ('HSEC') matters including Whitehaven's performance on HSEC matters, compliance with relevant HSEC laws and the adequacy and e ectiveness of HSEC management systems. Philip Christensen (Chairman) Rick Gazzard Christine McLoughlin Tony Haggarty In addition to the standing Committees referred to above, the Board also has the ability to establish ad hoc committees formed for a limited period of time to address a speci c need. One such circumstance arose during the nancial year when the Company received an indicative non-binding proposal from Tinkler Group Holdings Pty Limited (an entity controlled by Nathan Tinkler) relating to a possible privatisation of the Company by a Tinkler group consortium. Given the possibility that a formal proposal could ultimately develop from the preliminary approach, the Board took steps to ensure the independence of the Company's response and established a committee of Directors not associated with the bidder (the 'Independent Board Committee') to consider future developments. As a formal proposal was not able to be pursued the Independent Board Committee was disbanded. 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 charters are intended to 'institutionalise' good corporate governance and, generally, to build a culture of best practice both in Whitehaven's 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 ful l their duties and responsibilities as Directors. Any costs incurred are borne by the Company. 6. CORPORATE GOVERNANCE STATEMENT CONTINUED Directors' Report
Annual Report 2012