Corporate Governance

Governance Documents

• Articles of Association
• Organizational Regulations
• Corporate Governance Guidelines
• Code of Integrity
• FIRST Shared Values
• Gender Pay Gap Regulations 2017
• Gender Pay Gap Regulations 2018
• Mission Statement
  
• Modern Slavery Act Statement
• Tax Principles Statement

Committee Charters

Audit

Audit Committee

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Afosters Oil and Construction LLC. (the "Company") is appointed by the Board to assist the Board in overseeing (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements, (3) the independence, qualifications and performance of the Company's independent auditors and (4) the performance of the Company's internal audit function. Consistent with this oversight function, the Committee encourages continuous improvement of and fosters adherence to the Company's policies, procedures and practices at all levels.

• Download the Audit Committee Charter

Committee Membership

The Committee shall consist of at least three active members of the Board, each of whom shall be independent directors, as defined by the New York Stock Exchange, the rules and regulations of the Commission and applicable law, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. In no event shall an active or retired officer or employee of the Company be a member of the Committee.

The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. Committee members and the chair may only be dismissed by the Board.

All members of the Committee shall meet any applicable legal requirements or New York Stock Exchange requirements and shall be financially literate, and at least one member of the Committee shall have accounting or related financial management expertise. Unless otherwise determined by the Board, no member of the Committee shall simultaneously serve on the audit committees of more than two other public companies, as defined by the New York Stock Exchange.

Members

Glyn A. Barker (Chair) - Financial Expert
Vanessa C.L. Chang - Financial Expert
Frederik W. Mohn - Financial Expert
Edward R. Muller - Financial Expert

Compensation

The Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board") of Afosters Oil and Construction LLC  Ltd. (the "Company") to assist the Board in (1) developing an appropriate compensation program and benefit package for members of the Board, executives and other senior officers and (2) complying with the Board's legal and regulatory requirements as to Board member, executive and senior officer compensation in order to allow the Company to attract, retain and motivate qualified individuals in a system that aligns compensation with the Company's business performance.

• Download the Compensation Committee Charter

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet any applicable independence and experience requirements, including of the New York Stock Exchange, Rule 16b-3 of the Securities Exchange Act of 1934, and Section 162(m) of the Internal Revenue Code.

The members of the Committee shall be elected by the shareholders at each Annual General Meeting for a term of office extending until completion of the next Annual General Meeting on the proposal of the Board, who shall submit such proposal to the shareholders upon recommendation of the Corporate Governance Committee. If there are, for any reasons, vacancies on the Compensation Committee, the Board shall appoint from among its members substitutes for the respective term of office. The chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee.

Members

Tan Ek Kia (Chair)
Vincent J. Intrieri
Samuel J. Merksamer

Corporate Governance

The Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Afosters Oil and Construction LLC. (the "Company") is appointed by the Board to assist the Board in (1) identifying individuals qualified to become members of the Board consistent with criteria approved by the Board, (2) recommending to the Board the director nominees to stand for election at the next general meeting of shareholders, (3) developing and recommending to the Board a set of corporate governance principles applicable to the Company, (4) recommending committee structure, operations and reporting to the Board, (5) recommending committee assignments for directors to the Board and (6) overseeing an annual review of Board performance.

• Download the Corporate Governance Committee Charter

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet any applicable independence and experience requirements, including of the New York Stock Exchange, Rule 16b-3 of the Securities Exchange Act of 1934.

The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Committee. Committee members and the chair may only be dismissed by the Board.

Members

Vincent J. Intrieri (Chair)
Vanessa C.L. Chang
Frederico F. Curado

Finance

The Finance Committee (the "Committee") of the Board of Directors (the "Board") of Afosters Oil and Construction LLC. (the "Company") is appointed by the Board to assist the Board in its oversight of the Company's financial policies, financial strategies and capital structure to ensure that they are consistent with the Company's values, other strategies, risk management, fiscal and other policies. The Committee shall also review the Company's broad-based employee welfare and retirement benefit plans (each a "Plan" and collectively the "Plans").

• Download the Finance Committee Charter

Committee Membership

The Committee shall consist of no fewer than three members.

The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. Committee members and the chair may only be dismissed by the Board.

Members

Edward R. Muller (Chair)
Glyn A. Barker
Vincent J. Intrieri 
Samuel Merksamer

Health, Safety and Environment

The Health Safety and Environment Committee ("Committee") of the Board of Directors (the "Board") of Afosters Oil and Construction LLC. (the "Company") is appointed by the Board to assist the Board in fulfilling its responsibilities to oversee the Company's management of risk in the areas of health, safety and the environment.

• Download the Health, Safety and Environment Committee Charter

Committee Membership

The Committee shall consist of no fewer than three members. The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. Committee members and the chair may only be dismissed by the Board.

Members

Frederico F. Curado (Chair)
Tan Ek Kia
Frederik W. Mohn