Theon International Plc (or the "Company") has currently established two committees, the Audit and Risk Committee and the Nomination and Remuneration Committee.
Audit and Risk Committee
The Audit and Risk Committee's role is to assist the Board of Directors with the discharge of its responsibilities in relation to financial reporting, including reviewing the Company's and its subsidiaries annual financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non - audit work undertaken by external auditors, advising on the appointment of external auditors as well as reviewing the effectiveness of the internal audit, internal controls, whistleblowing and fraud systems in place.
The Company’s Terms of Reference of the Audit Committee provide, inter alia, that:
- the Audit and Risk Committee will meet as often as is required for its proper functioning, but at least four times each year to coincide with key dates in the financial reporting and audit cycle;
- the Audit and Risk Committee will consist of at least three members, all of which to be financially literate and with at least one member of the Audit and Risk Committee to be a financial expert with relevant knowledge and experience of financial administration and accounting for listed companies or other large legal entities;
- more than half of the members of the Audit and Risk Committee and its chair must be independent within the meaning of the Dutch Corporate Governance Code and of the CSE Corporate Governance Code; and
- the Audit and Risk Committee may not be chaired by the Chair of the Board of Directors or by a former Executive Director.
The Audit and Risk Committee is currently chaired by Maria Athienitou Anastasiou and its members Kolinda Grabar-Kitarović, Dr. Hans-Peter Bartels and Maria Athienitou Anastasiou are for the majority independent.