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Board Committees

BOARD COMMITTEES

There are a number of standing Committees of the Board to which various matters are delegated. The Committees all have formal Terms of Reference that have been approved by the Board.

THE NOMINATION COMMITTEE

Nomination Committee members

Role of the Nomination Committee

The Nomination Committee’s role is to review the leadership needs of the Board and senior management, with a view to ensuring the Group’s continued ability to perform effectively. The Nomination Committee’s remit, which is set out in its terms of reference, includes responsibility for:

Before a Board appointment is made, the Nomination Committee evaluates the skills, knowledge and experience of the Board to ensure that any new appointment complements these qualities. Candidates from a wide range of backgrounds are considered and appointments are made on merit, with due regard to the benefits of diversity on the Board, including gender. The selection process generally involves interviews with a number of candidates, using the services of a professional search firm.

For the appointment of the Chairman, the Nomination Committee prepares a job specification, including an assessment of the time commitment expected, recognising the need for availability in the event of a crisis.

NOMINATION COMMITTEE TERMS OF REFERENCE PDF

THE REMUNERATION COMMITTEE

Remuneration Committee members

In addition to the members of the Committee, the Chief Executive, Group Finance Director and HR Director attended certain Committee meetings by invitation.  The executive attendees were invited to provide advice and assistance to Committee meetings that materially supported the Committee making appropriately considered and informed decisions.

Role of the Remuneration Committee

The role of the Remuneration Committee (the Committee) is to ensure that the remuneration of Directors and senior managers supports the delivery of the strategic objectives of the Group.
The Remuneration Committee's remit, which is set out in its terms of reference, includes responsibilities to:

The Committee recognises the importance of engaging with stakeholders in relation to the setting of remuneration policy and considers all the feedback it receives.

Kepler (a brand of Mercer) is the appointed adviser to the Committee regarding remuneration. The Committee annually reviews the support and advice provided and are comfortable that Kepler provides objective and independent remuneration advice and has no conflict of interest with the Group that may impair its independence. Other than advice on remuneration, no other services were provided by Kepler to the Company. Kepler is a founding member and signatory of the Code of Conduct for Remuneration Consultants. For more detail please refer to the website www.remunerationconsultantsgroup.com.

REMUNERATION COMMITTEE TERMS OF REFERENCE PDF  

THE AUDIT COMMITTEE 

Audit Committee members

Each member of the Audit Committee is independent and membership meets the requirements of the Code.

Meetings

The Chief Financial Officer, Group Financial Controller, Head of Internal Audit and the External Auditor attend and report to each Audit Committee meeting. The Company Chairman and the Chief Executive Officer also regularly attend Committee meetings by invitation.

Attendance at the Committee’s meetings is set out in the Corporate Governance Report.

During the year, the Audit Committee met privately and separately with the External Auditor and the Head of Internal Audit.

Each member of the Audit Committee is independent and membership meets the requirements of the Code.

 

Role and responsibilities

The Audit Committee assists the Board in the effective review of financial performance, internal controls, financial reporting and risk management.

The Audit Committee’s remit, which is set out in its terms of reference, includes responsibilities for:

The Audit Committee has unrestricted access to Company documents, management, the External Auditor and any other advisers, as and when required.

AUDIT COMMITTEE TERMS OF REFERENCE PDF

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