Corporate governance
The Directors recognise the importance of sound corporate governance and intend to comply with the Quoted Companies Alliance's Corporate Governance Guidelines for AIM Companies. In particular, the Directors are responsible for overseeing the effectiveness of the internal controls of PME. These are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which is issued for publication is reliable and that the assets of PME are safeguarded.
The Board has established an audit committee (comprising not less than two offshore directors of the Board), a remuneration committee (comprising not less than two offshore directors of the Board), a nomination committee (members of the Board) and a management engagement committee (all of the non-executive directors of the Board excluding Brian Myerson) with formally delegated duties and responsibilities.
The audit committee will meet at least twice a year and will be responsible for ensuring that the financial performance of PME is properly monitored and reported. This process will include reviews of annual and interim accounts; results announcements; internal control systems; procedures; and accounting policies.
The remuneration committee is responsible for any required framework for the remuneration of the non-executive directors. The fees payable to the Chairman and the fees payable to other directors have been set. Brian Myerson has agreed to waive the fees to which he would otherwise be entitled as a director of PME. The Investment Manager undertakes, and will ensure, that no payment of value (whether by way of compensation, gift or otherwise) is made or received by the Investment Manager, PME or or any project company or their respective shareholders, officers, employees or affiliates which would improperly induce preferential treatment for these individuals or entities.
The nomination committee is responsible for ensuring that the Board consists of members with the range of skills and qualities to meet its principal responsibilities in a way which ensures that the interests of stakeholders are protected and promoted and the requirements of the AIM Rules are complied with.
The management engagement committee will meet at least once a year and is responsible for reviewing the performance of the Manager and to ensure that the Company's management contract is competitive and reasonable for the Company's shareholders.
Audit committee
Paul MacDonald (Chairman)
David Von Simson
Lawrence Kearns
Remuneration committee
Lawrence Kearns (Chairman)
Brian Myerson
Nomination committee
Lawrence Kearns (Chairman)
Brian Myerson
Paul MacDonald
Management engagement committee
David von Simson (Chairman)
Lawrence Kearns
Paul MacDonald
2008-2009 PME African Infrastructure Opportunities plc. All rights reserved.