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.
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
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.
Deloitte LLP is the appointed adviser to the Committee regarding remuneration. The Committee annually reviews the support and advice provided and are comfortable that Deloitte provides objective and independent remuneration advice and has no conflict of interest with the Group that may impair its independence. Deloitte 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 Directors Remuneration Policy was last approved by the Shareholders in Annual General Meeting on 22 July 2020, with a vote of 96.45% in favour.
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 meet 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.