The Board Committee

Executive Committee 

Purpose

The primary purpose of the Executive Committee (the “Committee”) of the Board of Directors (the “Board”) of Ewaan (the “Company”) is to assist the Board in performing activities and tasks as delegated to it by the Board of Directors, in order to facilitate the smooth operations of the Company.

The Committee Responsibilities

The following functions shall be the common recurring activities of the Committee in performing its responsibilities. These functions are set forth as a guide with the understanding that the Company may diverge from this guide as deemed appropriate given the circumstances.

  1. The Committee shall assist the Board in performing activities and tasks as delegated to it by the Board of Directors, in order to facilitate the smooth operations of the Company.
  2. The Committee shall assist the Board in the development of the Company’s major strategic goals and investment strategies, while the Board shall approve.
  3. The Committee shall assist the Board in conducting a strategic review of the Company’s performance on a regular basis to determine whether the Company is meeting its short- and long- term objectives.
  4. The Committee shall review and approve all major investment decisions, in line with the Company’s approved strategies. The decisions could include the construction or modernization of plants, acquisitions and divestments. 
  5. The Committee shall be responsible for the formation or restructuring of any joint venture or partnership including any associated expenditure.
  6. The Committee shall perform such other activities as the Board may assign to the Committee from time to time.
  7. The Committee shall monitor the performance of the CEO and executive management with regard to the implementation of the business plan set by the Board. 
  8. Executive Committee shall review the capability of the business partner/developers involved in projects undertaken by Ewaan.
  9. The Committee shall have the powers and authority of the Board in performing and approving activities empowered to it by the Board, except the following:a. Approving the annual budgetb. Approving the periodic and annual financial reportsc. Approving the Company’s business strategies
  10. The resolutions of the Committee are reported to the Board of Directors at their next meeting.
  11. The Committee shall have the authority to retain consultants and other advisors as it is deemed necessary to carry out its duties. 

The Committee Structure

The Committee Operations

The Committee shall evaluate its performance annually and shall report its findings to the Board. The Committee’s evaluation shall include an assessment of each member’s performance on and commitment to the activities of the Committee

Audit & Risk Management Committee 

Purpose

The primary purpose of the Audit & Risk Management Committee (the “Committee”) of the Board of Directors (the “Board”) of Ewaan (the “Company”) is to assist the Board in its oversight of:

  1. The integrity of the Company’s financial statements; 
  2. The Company’s compliance with legal and regulatory requirements; 
  3. The independent auditor’s qualifications and independence, and 
  4. The performance of the Company’s internal audit function and independent auditor.
  5. Establish and oversee a framework for the identification, management and review of risks, including agreeing risk capacity and tolerance. 
  6. Identify the principal risks of the Company’s business and ensure implementation of appropriate systems to manage those risks.
  7. Contribute to the review and evaluation of strategic risks and receive regular reports on these and emerging risks.
  8. Ensure that a positive culture of managing opportunities, threats and uncertainties is embedded throughout the Company.
  9. Determine policies and decisions on all matters that might create a significant financial or other risk to the Company, or which raise material matters of principle.
  10. Demonstrate in the strategy document that it is able to proactively identify and understand significant risks that the Company faces in achieving its objectives through its business strategies and plans. 

Committee Audit Responsibilities

The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Company may diverge from this guide as appropriate given the circumstances.

  1. The Committee shall be directly responsible for recommending to the board of directors the appointment, compensation and retention of the registered public accounting firm (external auditor), engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and the oversight of their work including the resolution of disagreements between management and the external auditor regarding financial reporting. The registered public accounting firm engaged as the Company’s external auditor shall report directly to the Committee.
  2. The Committee shall annually review and evaluate the external auditor’s qualifications, performance and independence, including a review and evaluation of the lead partner, taking into account the opinions of the Company’s management and internal auditors, and present its conclusions to the Board. The Committee shall assure the regular rotation of the lead audit partner as required under applicable laws and shall consider the regular rotation of the external audit firm itself in order to assure continuing auditor independence.
  3. The Committee shall discuss the Company’s annual audited financial statements and quarterly financial statements with the Company’s management and the independent external auditor.
  4. The Committee shall review and approve the finance and accounting policies as applicable to the Company.
  5. The Committee shall discuss policies with respect to risk assessment and risk management, including the Company’s major financial risk exposure and the steps taken by the Company’s management to monitor and control such exposure.
  6. The Committee shall review with management and the independent external auditor the effect of regulatory and accounting initiatives on the Company’s financial statements.
  7. The Committee shall ensure that the Company maintains an internal audit function to provide management and the Committee with ongoing assessments of the Company’s risk management processes and system of internal controls.
  8. The Committee shall review and approve the appointment and replacement of the internal auditor, the annual internal audit plan, budget and staffing prepared by the internal auditor, and the regular internal audit reports and any other significant findings stemming from internal audit activities.
  9. The Committee shall regularly report to the Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent external auditor, or the performance of the internal audit function.
  10. The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  11. The Committee shall have the authority to engage independent counsel and other advisors, as it deems necessary to carry out its duties.
  12. The Committee shall prepare and publish an annual Committee report and such other reports to the extent required under the applicable laws, rules and regulations.
  13. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Risk Responsibilities

  1. Identifying and monitoring the Company’s key risks and evaluating their management.
  2. Approving risk management policies that establish the appropriate approval levels for decisions and other checks, balances and limits to manage risk.
  3. Reviewing and approving minimum surplus capital limits.
  4. Reviewing the remedial action for any substantial breaches of adherence to the surplus capital limits.
  5. Jointly approving with the Board the New Business Memorandum prepared by the relevant business lines after they have been subject to detailed risk analysis and have been evaluated by the CEO and the heads of all pertinent business lines.
  6. Receiving reports of inconsistencies in adherence to the policies and procedures set out for risk management within the Company and taking remedial action as necessary.  
  7. Defining risk reporting requirements from a management perspective.
  8. Ensuring policies are in place to manage the risks to which the Company is exposed, including market, operational, liquidity, credit, regulatory and reputation risk.
  9. Receiving results of the annual review of the implementation of risk management in the Company from the internal auditor, and making recommendations for change where there appears to be issues with inadequate management or problems with the risk measurement methodologies.
  10. Ensuring a forum for "big-picture" analysis of future risks is included, considering trends.
  11. Critically assessing the Company’s business strategies and plans from a risk perspective.

The Committee Structure

Committee Operations

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