Governance Bodies

Petroplus is fully committed to meeting high standards of corporate governance.

The Board of Directors ("BoD") is the supreme management body of Petroplus. In accordance with the Organizational Regulations, the Board of Directors has established three committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. Each committee advises the BoD on the matters specified below, often with the assistance of the Executive Committee and others involved in the management of Petroplus.

Petroplus Committees - click to enlarge

The Board of Directors

The Board of Directors is the supreme management body of Petroplus. While the BoD has delegated the executive management of Petroplus to the CEO and the Executive Committee, the following main responsibilities remain with the BoD: definition of the ultimate direction of the Company and the handing out of necessary instructions; definition and modification of the strategy of the Company as well as the passing of resolutions about taking up or suspending of business activities; establishment of the organization; appointment and dismissal of members of the Executive Committee; approval of the annual budget; approval of the financial planning and establishment of principles of accounting and financial control; supervision and control of the members of the Executive Committee, especially with respect to compliance with laws, the Articles of Association, internal directives and instructions.

Audit Committee

The Audit Committee supports the BoD as a consulting, controlling and initiating body in the areas of communicating with internal and external auditors, supervising the independence and objectivity of the internal audit function, reviewing and assessing the independence of external auditors, financial reporting as well as assessing the adequacy and effectiveness of internal control systems. The Audit Committee encourages continuous improvement of, and adherence to the Company's policies, procedures and practices at all levels.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee establishes principles for the selection of nominees for election or reelection to the BoD, suggests nominees for election to the BoD and makes recommendations to the BoD concerning corporate governance matters and practices.

Compensation Committee

The Compensation Committee supports the BoD to assure that the executive officers and the members of the BoD are compensated in a manner consistent with our stated compensation strategy, internal equity considerations, competitive practice and regulatory requirements.