Page 67 - RFHL ANNUAL REPORT 2024_ONLINE

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Directors Attendance Governance and nomination committee
This committee is responsible for establishing formal and
Michael A. Noel N/A transparent procedures for the selection of Executive and
(w.e.f. 16.08.2024) Non-Executive Directors, reviewing the Group’s Management
Peter R. Inglefield 1 Succession Plan, developing and implementing processes
(retired 12.12.2023) to assess and improve Board and committee effectiveness,
Alison G. Lewis 1 and addressing issues which from time to time may emerge,
(retired 04.11.2023) having implications for the good governance within the
Gregory I. Thomson 1 Group and meets as the need arises. This committee is also
(retired 04.11.2023) responsible for reviewing the remuneration, performance
and incentive rewards of Senior Executives to ensure that the
The Audit Committee receives financial reports, internal remuneration framework is relevant and balanced. Thirteen
audit reports, external auditor reports and statistics related to meetings were held for the fiscal year, and the attendance of
whistle-blower reports. committee members is detailed below.

The committee comprises a majority of Independent Directors
Enterprise risk committee and is chaired by an Independent Director:-
This committee is responsible for providing oversight and
advice to the Board on risk management in Republic Financial Directors Attendance
Holdings Limited and its subsidiaries and affiliates. This sub-
committee considers and recommends for approval by the Ian L. Benjamin, Chairman 13
Board the Group’s enterprise risk management policy, risk (appointed Chairman w.e.f. 10.05.2023)
appetite statement, tolerance, limits and mandates taking (appointed 01.02.2018)
into account the Group’s capital adequacy and the external Dawn V. Callender 13
risk environment. It has oversight of strategic or material Vincent A. Pereira 13
transactions including acquisitions or disposals, focusing on Robert B. Riley 11
risk and implications for the risk appetite and tolerance of the Shameer R. Mohammed 7
Group. Five meetings were held this fiscal, and the attendance (appointed w.e.f. 03.01.2024)
of committee members is detailed below. Kristine G. Thompson 11

The committee comprises a majority of Independent Directors The Governance and Nomination Committee has oversight
and is chaired by an Independent Director:- of key nominations and appointments as well as governance
policy changes.
Directors Attendance
At this Annual Meeting Dawn Callender retires from the Board
Robert B. Riley, Chairman 3 by rotation and, being eligible, offers herself for re-election for
(appointed Chairman w.e.f. 05.06.2020) a term expiring at the close of the second Annual Meeting
(appointed 05.06.2020) following this appointment.
Nigel M. Baptiste 4
Peter R. Inglefield 1 Directors Robert Riley, Ian Benjamin, S.C. and Michael Noel
(retired 12.12.2023) also retire from the Board by rotation and being eligible, offer
Jason K. Mootoo 4 themselves for re-election for a term expiring at the close of
(w.e.f. 01.02.2024) the third Annual Meeting following this appointment.
Michael A. Noel 5
Colin A. Soo Ping Chow 5 Mr. Robert Wickham was appointed a Director on November
Waltnel X. Sosa 4 19, 2024, to fill the casual vacancy created by the retirement of
Peter Ingefield on December 12, 2023. Mr. Wickham, having

The Enterprise Risk Committee receives the Group’s risk been appointed since the last meeting, retires from the Board
reports on Treasury and Liquidity management, and Anti- and being eligible, offers himself for re-election for a term
money laundering/Combatting Financing of Terrorism. expiring at the close of the third Annual Meeting following this
appointment.