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

• Dr Martin Read CBE - Chair
• Paul Dean
• Gill Barr
• Stewart Oades
• Debbie Lentz

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:

• reviewing the structure, size and composition of the Board and its Committees and making recommendations to the Board on any desired changes;
• reviewing the succession plans for the Executive Directors;
• making recommendations to the Board on suitable candidates to fill vacancies for both non-executive and Executive Directors;
• ensuring that the procedure for appointing new Directors is rigorous and transparent and that appointments are made on merit and against objective criteria;
• reviewing potential conflicts of interests of Directors; and 
• reviewing the external commitments of the Directors and the time required to discharge their responsibilities effectively.

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

• Gill Barr - Chair & Independent NED
• Dr Martin Read - Independent NED
• Debbie Lentz - Independent NED

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:

• determine and agree with the Board the broad policy for the remuneration of the Company’s Executive Directors and the Chairman;
• approve the design of, and determine targets for, relevant performance related pay schemes operated by the Group;
• determine whether performance targets have been met;
• review the design of all share incentive plans for approval by the Board and shareholders;
• oversee any major changes in employee benefit structures at Group level; and
• select and appoint consultants to provide independent advice to the Committee.

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

• Paul Dean - Chair & Independent NED
• Stewart Oades - Independent NED
• Mihiri Jayaweera - Independent NED

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 content and integrity of financial statements and any formal announcements relating to financial performance, including review of the significant financial reporting judgements contained therein;
• review of the Company’s internal controls and risk management systems;
• review of the effectiveness of the Internal Audit function;
• recommendations to the Board in relation to the appointment, reappointment and removal of the External Auditor, their remuneration and terms of engagement;
• review and monitor of the External Auditor’s independence and objectivity and the effectiveness of the audit process;
• review of Group policies, including setting the policy to control engagement of the External Auditor to supply non-audit services;
• reports to the Board on any matters it considers action or improvement is needed, including recommendation of remedial actions; and
• report to the Board on how the Committee has discharged its responsibilities.

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