26 ANNUAL REPORT  2013 KATHMANDU evaluating the adequacy of processes and controls  established to identify and manage areas of potential risk  and to seek to safeguard the Company’s assets.  Under the charter it is the policy of the Company that its  external auditing firm must be independent of the Company.  The committee will review and assess the independence of  the external auditor on an annual basis. Under its charter, this committee must have at least three  members, a majority of whom must be independent  Directors and all of whom must be non-Executive Directors.  Currently, all the non-Executive Directors are members of  this committee. Sandra McPhee is Chair of the committee.  The main functions of the committee, are to assist the Board  with a view to establishing a Board of effective composition,  size, expertise and commitment to adequately discharge its  responsibilities and duties, and assist the Board with a view  to discharging its responsibilities to Shareholders and other  stakeholders to seek to ensure that the Company: has coherent remuneration policies and practices which  enable the Company to attract and retain Executives and  Directors who will create value for Shareholders; The Company is committed to observing its disclosure  obligations under the Listing Rules. The Company has a policy  The identification and proper management of the Company’s  risk are an important priority of the Board. The Company  has a risk management policy appropriate for its business.  This policy highlights the risks relevant to the Company’s  operations, and the Company’s commitment to designing  and implementing systems and methods appropriate to  minimise and control its risk. The Audit and Risk Committee is  responsible for monitoring risk management and establishing  procedures which seek to provide assurance that major  business risks are identified, consistently assessed and  appropriately addressed. has effective policies and procedures to attract, motivate  and retain appropriately skilled persons to meet the  Company’s needs. fairly and responsibly remunerates Directors and  Executives, having regard to the performance of the  Company, the performance of the Executives and the  general remuneration environment; and Remuneration and Nomination Committee  CONTINUOUS DISCLOSURE POLICY  RISK MANAGEMENT POLICY 