Board committees
The Board of Directors has two committees, Audit Committee and Remuneration Committee. Both committees have charters where their key duties and operating principles are confirmed by the Board of Directors.
Audit Committee
In its meeting on 12 April 2024, Musti Group’s Board of Directors appointed an Audit Committee from among its members, with João Dolores as its Chairman and Johan Dettel as a member of the Audit Committee. The responsibilities of the Audit Committee are linked to, among other things to:
- Oversight of financial reporting;
- Auditors and external audit;
- Internal audit; and
- Legal, compliance and governance matters
The Chairman of the Audit Committee presents the Committee’s proposals to the Board of Directors. The Audit Committee reports of its work regularly to the Board of Directors. The majority of the members of the Audit Committee must be independent of the company, and at least one of the members must be independent of the major shareholders of the company. A person who participates in the day-to-day management of the company or a company in the same group of companies, for example as a CEO, cannot be appointed as a member of the Audit Committee
Remuneration Committee
In its meeting on 12 April 2024, Musti Group’s Board of Directors appointed a Remuneration Committee with Cláudia Azevedo as its Chairman and Jeffrey David and João Günther Amaral as the other members of the Remuneration Committee.
The responsibilities of the Remuneration Committee are to prepare the following decisions for the Board to decide:
- Nomination of the members of the Group Management Team and CEO;
- Compensation of the members of the Group Management Team;
- CEO compensation;
- Incentive and other benefit plans;
- Remuneration policy; and
- Remuneration report
The Remuneration Committee consists of the Chairman and at least two members of the Board of Directors. The Chairman of the Remuneration Committee presents the Committee’s proposals to the Board of Directors. The Remuneration Committee reports regularly to the Board of Directors. The majority of members of the Remuneration Committee must be independent of the company. Neither the company’s CEO nor the members of the Group Management Team may be members of the Remuneration Committee.
