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Chemical and Environmental Solutions
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Our audit and sustainability committee members serve for two years, and the audit committee chair is appointed by the board of directors. The audit committee chair cannot also be the chairperson of the board of directors. We strive to keep the majority of people on the committee independent of Yara, and at least one independent member should also have auditing or accounting experience.
The current Audit and Sustainability Committee members are:
Adele Bugge Normann Pran (chair)
Håkon Reistad Fure
Rune Bratteberg
The full Audit and Sustainability Committee Charter is shown below:
The Audit and Sustainability Committee shall be a preparatory body related to the Board’s management and supervisory duties concerning external financial reporting, internal control and risk management. These duties are further specified below.
The Audit and Sustainability Committee is appointed by, and reports to, the Board. The Audit and Sustainability Committee supports the Board in the administration and execution of its supervisory responsibilities in accordance with:
(a) The current provisions of the Public Companies Act, Accounting Act and Norwegian Securities Act
(b) Prevailing standards for stock exchange listing on stock exchanges where the Company’s shares are listed
(c) Recommendations related to Audit and Sustainability Committees provided in the Norwegian Code of Corporate Governance.
(d) External standards and benchmarks for sustainability governance, reporting and performance, as determined under section 4.6.
On this basis the Audit and Sustainability Committee shall consider:
The Board appoints at least three of its own members to the Audit and Sustainability Committee and appoints one of those as Chairperson of the Audit and Sustainability Committee. The Audit and Sustainability Committee’s members are nominated for a period of two years.
A member of the Audit and Sustainability Committee shall not have any relations that, in the Board’s opinion, may affect his or her independence as a member of the Audit and Sustainability Committee.
When appointing members of the Audit and Sustainability Committee, the Board shall ensure that the nominee has the necessary knowledge about basic routines for financial and sustainability accounting operations, internal controls and accounting principles.
The Chief Audit Executive (CAE) and the Chief Financial Officer (CFO) can, based on their own judgement, report issues directly to the Audit and Sustainability Committee. The CAE is the Audit and Sustainability Committee Secretary.
The Audit and Sustainability Committee shall meet at the time of the quarterly and yearly external financial reporting, or as often as the Audit and Sustainability Committee finds necessary. The Audit and Sustainability Committee decides which of the Company’s representatives attend its meetings.
The Company’s CFO is expected to attend all Audit and Sustainability Committee meetings. External auditor attends the meetings in conjunction with relevant items on the agenda. Each regular meeting shall conclude with a special executive session for Audit and Sustainability Committee members only.
The Audit and Sustainability Committee shall meet with each of the Company's CEO, CFO, CAE and external auditor at least once a year with no other than the Audit and Sustainability Committee present.
The responsibilities of the Audit and Sustainability Committee include the following:
4.1 Supervision of the integrity of the Company’s accounts, the process for financial and sustainability reporting and the internal control related to financial and sustainability reporting and risk management.
The Audit and Sustainability Committee shall:
4.2 Supervision of the relation to the external auditor
The Audit and Sustainability Committee shall:
4.3 Handling of complaints, irregularities and concerns related to financial and sustainability reporting and audit issues
The Audit and Sustainability Committee shall ensure that the Company has adequate procedures for receiving, storing and managing issues related to complaints, irregularities and concerns related to financial and sustainability reporting, internal control over financial and sustainability reporting and auditing. This includes procedures for confidential and anonymous submissions by Company employees regarding issues related to financial and sustainability reporting and/or auditing. The Audit and Sustainability Committee shall be informed about all material issues.
4.4 Fraud and corruption
The Audit and Sustainability Committee shall be informed of and assess all cases of fraud and corruption involving employees of the Company. Management represented by the Chief Compliance Officer shall, at least once a year, submit a list of registered cases with a description of the systems used to detect and handle such events.
Management represented by the Chief Compliance Officer shall present serious cases to the Audit and Sustainability Committee on an individual basis without undue delay.
4.5 Supervision of internal audit
The Audit and Sustainability Committee shall:
4.6 Sustainability governance
4.7 Performance evaluation
4.8 Tax governance
The Audit and Sustainability Committee is entitled to inquire about all activities and matters related to the Company’s business which are necessary for the Audit and Sustainability Committee to fulfil this Mandate. The Audit and Sustainability Committee also has the right to demand access to information, facilities and personnel from the CEO. The Audit and Sustainability Committee can carry out any investigations considered necessary in order to perform its duties, and may employ the Company’s internal auditor, external auditor and external consultants in this regard.
Minutes of Audit and Sustainability Committee meetings shall be made available to all Board members as soon as possible, and no later than at the second subsequent board meeting. The Chairperson of the Audit and Sustainability Committee shall report orally on the issues which have been assessed at the previous Audit and Sustainability Committee meeting, provided there is no complete protocol.
The Audit and Sustainability Committee shall report to the board annually, including an overall assessment of management's risk, control, and compliance processes, the result of the statutory audit and how the audit contributed to the financial reporting with integrity and the Audit and Sustainability Committee's roles, activities and recommendations. The Board may, at any time, require a more detailed oral or written report from the Audit and Sustainability Committee.
The Audit and Sustainability Committee is responsible only to the Board in connection with the execution of its duties. The Board has the complete and sole responsibility for the duties of the Audit and Sustainability Committee. The CEO is responsible for preparing and presenting the Company’s external financial annual and quarterly reports to the Board. The external auditor is responsible for auditing and reviewing annual reports. On request from the Board, the external auditor will perform a limited audit of the Company’s quarterly financial statements. When performing its duties, the Audit and Sustainability Committee does not give any expert opinions concerning the Company’s accounts, nor does the Audit and Sustainability Committee provide any professional approval of the external auditor’s work to anyone but the Board.