Board Committees

The Board of Directors (Board) has established three committees: the Audit Committee, the Nomination & Remuneration Committee and the Health, Safety and Environment Committee.

All committees are made up of Non-Executive members and meet the independence and experience requirements of applicable securities laws, stock exchange regulations and By-Laws and report regularly to the Board. The duties of each committee are described in their respective charters, found below. 

The Audit Committee consists of five Non-Executive Directors: Robert Jan van de Kraats (chair), Jan Ter Wisch, Sipko Schat, Jérôme Guiraud, and Dod Fraser. The primary purpose of the Audit Committee is to (a) supervise and monitor the operation of (i) the internal risk management and control system, (ii) the provision of financial information by the Company and the financing of the Company, (iii)compliance with recommendations and observations of internal and external auditors, (iv) internal audit and tax planning, and (v) relations with the external auditor; (b) advise the Board on the nomination and polices related to the external auditor; (c) prepare meetings of the Board where the annual report, the financial statements, the half-yearly and the quarterly figures of the Company are discussed; and (d) prepare and publish an annual Committee report and such other reports to the extent required under any applicable securities laws and regulations. The role and responsibilities of the Audit Committee are set out in written terms of reference, the Audit Committee Charter. At least one committee member is a financial expert.

OCI N.V. Audit Committee Terms of Reference

The Nomination and Remuneration Committee consists of five Non-Executive Directors: Sipko Schat (chair), Michael Bennett, Jérôme Guiraud, Robert Jan van de Kraats, and Jan Ter Wisch. The primary purpose of the Nomination & Remuneration Committee is to (a) draft selection criteria and appointment procedures for Directors; (b) assess at least once a year the size and composition of the Board, and to make proposals for the Board Profile and (re)appointments; (c) assess at least once a year the functioning of individual Board members, and report their findings to the Board; (d) supervise the policy of the Board on the selection criteria and appointment procedures for senior management; (e) prepare the decision-making process of the Board on the acceptance by an Executive-Director of the membership of the supervisory board of a listed company; (f) prepare the decision-making process of the Board concerning any conflicts of interest that may arise in the acceptance by members of the Board of additional positions; (h) draft proposals to the Board for the remuneration policy to be pursued for the Directors, as well as the remuneration structure; (i) prepare the Remuneration; and (j) make proposals to the Board for the remuneration of the individual Non-Executive Director.

OCI N.V. Nomination & Remuneration Committee Terms of Reference

The Health, Safety and Environment Committee consists of three Independent Non-Executive Directors: Anja Montijn (chair), Greg Heckman, and David Welch. The primary purpose of the Health, Safety and Environment Committee is to (a) to assess the effectiveness of Health, Safety and Environment programs and initiatives that support the Health, Safety and Environment policy of the Company and by advising the Board on matters impacting corporate social responsibility and Company’s public reputation; (b) to review the status of the Company’s Health, Safety and Environment policies and performance, including to ensure compliance with applicable laws and regulations and programs to manage risk; (c) to review and monitor the Company’s Health, Safety and Environment performance statistics; (d) to review and approve the scope and the budget of the Health, Safety and Environment audit program and regularly monitor program results; (e) to review and discuss the results of the Company’s goals, programs, policies and practices with respect to Health, Safety and Environment; (f) to review the Company’s communication practices with employees and contractors concerning the importance of developing a culture of Health, Safety and Environmental responsibilities; (g) to monitor compliance with regulatory requirements, review all significant non-compliance issues, and review all pending or active litigation in the Health, Safety and Environmental areas; and (h) to conduct in its discretion any investigation or audit it deems necessary or appropriate to enable the HSE Committee to carry out its duties. The HSE Committee shall have the sole authority to retain and terminate special legal counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties and to approve all such counsel and advisors fees and terms of retention.

OCI N.V. Health Safety Environment Committee Terms of Reference