The Board delegates certain of its responsibilities to its Board Committees to enable it to carry out its functions effectively and, accordingly, the three principal Board Committees play a crucial role in the effectiveness of the corporate governance framework.
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Audit and Risk Committee
The Audit and Risk Committee assists the Board in discharging its responsibilities relating to internal control and audit framework, enterprise and fraud risk management, financial reporting, corporate governance and compliance. The Committee comprises two independent Non-Executive Directors and an Executive Director and is also attended by the Chief Internal Audit Officer of the Company and of Dubai Holding. The Committee meets at least quarterly and convened on five occasions in 2014. The external auditors are PricewaterhouseCoopers.
Executive Human Capital Committee
The Executive Human Capital Committee assists the Board in discharging its responsibilities relating to the performance assessment of the Board, the implementation of human resources strategy, and the recruitment, retention, performance management and remuneration of the Group’s senior management. It is also responsible for the review of the structure, size and composition of the Board and to ensure that succession planning is in place for Directors and senior management.
During 2014, the name of the Committee was changed from Remuneration and Nominations Committee to better reflect its role and responsibilities.
This Committee comprises the three independent Non-Executive Directors and is also attended by the Group Chief Human Capital Officer of the Company and of Dubai Holding. The Committee meets at least quarterly and convened on five occasions in 2014.
Investment and Allocation Committee
The Investment and Allocation Committee assists the Board in discharging its responsibilities relating to the Company’s investment philosophy and policy, desired risk-return profile, and investment assessment. It is responsible for recommending capital allocation and strategic risk steering, challenging investments and divestments, and reviewing strategic business plans and annual budgets for approval by the Board.
This Committee comprises the three Independent Non-Executive Directors, the President and Group Chief Executive Officer and the Group Chief Financial Officer, and is also attended by the Chief Financial Officer and Chief Strategy Officer of Dubai Holding. The Committee meets at least quarterly and convened on five occasions in 2014.
The Board has delegated certain authority to an Executive Committee which is supported by and has delegated authority to three Management Committees: Asset Management, Development and Operations.
The Management Committees, each chaired by its Group Chief Officer, comprise the operational management of each part of the Group. The Management Committees action Board decisions, coordinate day-to-day actions and support the Group Chief Officers in decision making. In addition, a number of working groups have been established which report to the Executive Committee and provide pinpoint focus and carry out detailed work in relation to key areas of the business, such as Risk Management, Medical Services, and Fraud and Ethics.
The Executive Committee is responsible and accountable to the Board for all aspects of the performance and management of the Group. It has responsibility for oversight of the business, the development of Group strategy and business plans, and the management of finance and operations.
In addition, the Committee oversees key aspects of governance and risk and the performance and development of senior management in accordance with its terms of reference. The members of the Executive Committee are the President and Group Chief Executive Officer and the Group Chief Officers. The Committee meets formally at least eight times a year, and more frequently if required.
Asset Management Committee
The Asset Management Committee provides operational management oversight of the Group’s owned assets and ensures that the value of the owned assets is maintained through profitable and efficient use, timely and adequate capital expenditure, and review and action of risk registers. Members of the Committee include the Chief Executive Officer, Real Estate and Asset Management and Group Chief Financial Officer, and Group Chief Development Officer. The Committee meets at least once a month.
The Development Committee oversees the Group’s strategic expansion plan and ensures its efficient and effective management in order to support the Company’s strategy for international and domestic growth. It coordinates the activity of the Group’s development projects and oversees the Company’s technical services and design process. Members of the Committee include the Group Chief Development Officer and a number of other Group Chief Officers of the Company. The Committee meets at least once every quarter or more frequently if required
The Operations Committee is responsible for oversight of the operations of the Company and to ensure efficient and effective operational performance of the Operations Company in order to build the international reputation of the Company’s brands and to support the Company’s strategy for growth. It coordinates the day-to-day operations of the Group’s portfolio of business units to ensure their profitable and efficient management. Members of the Committee include the Chief Executive Officer Group Operations and Chief Officers and senior members of the business. The Committee meets at least eight times a year, and more frequently if required.