The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee is chaired by Sally Tilleray and its other members are Brian Phillips and Tim Aspinall. The Audit Committee is expected to meet formally at least twice a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.
Download - Audit committee terms of reference.
The Remuneration Committee is chaired by Brian Phillips with Sally Tilleray and Tim Aspinall as the other members. The Remuneration Committee is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Group’s policy on the remuneration packages of the Company’s chairman, the executive and non-executive Directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for:
(i) determining the total individual remuneration package of the chairman, each executive Director (including bonuses, incentive payments and share options or other share awards); and
(ii) determining the total individual remuneration package of the Company secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Group’s policy and in consultation with the chairman of the Board. No director or manager may be involved in any discussions as to their own remuneration.
Download - Remuneration committee terms of reference.
The Nomination Committee is chaired by Tim Aspinall and its other members are Sally Tilleray and Brian Phillips. It is expected to meet not less than once a year and at such other times as required. It has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, and giving full consideration to succession planning. It also has responsibility for recommending new appointments to the Board.
Download - Nomination committee terms of reference.