Board Committees

Membership of the Board Committees:

 

  • The Corporate Governance and Nomination Committee (the “Nomination Committee”) is composed of a majority of Independent Non-Executive Directors, one of whom is the Interim Chair, in line with Code requirements
  • Regular attendees at meetings of the Nomination Committee include the CEO and Company Secretary
  • The Nomination Committee’s key roles are to oversee the Board’s governance arrangements and to ensure these are consistent with best practice standards; and to review the composition and effectiveness of the Board to support planning for its progressive refreshing
  • The Nomination Committee’s terms of reference are reviewed annually and are available here
  • The Audit Committee is composed of four Independent Non-Executive Directors, in line with Code requirements
  • Regular attendees at the Audit Committee include the CEO, CFO, Group Internal Audit Director, Group Financial Controller, representatives from the Group’s external auditor and the Company Secretary
  • To comply with Code requirements that the Audit Committee has at least one member with recent and relevant financial experience, the Board is satisfied that John Hitchins meets these requirements, being a qualified chartered accountant with extensive financial and audit experience
  • The Audit Committee’s key role is to review the integrity of the financial reporting for the Group and to oversee the effectiveness of the internal control systems and work of the internal and external auditors
  • The Audit Committee’s terms of reference are reviewed annually and are available here
  • The Risk Committee is composed of a majority of Independent Non-Executive Directors, one of whom chairs the meetings, in line with The Walker Review recommendations
  • Regular attendees at meetings of the Risk Committee include the CRO, CEO, CFO, COO, divisional Managing Directors, Group Internal Audit Director, Company Secretary and representatives from the Group’s external auditor
  • The Risk Committee’s key role is to provide oversight of and advice to the Board on the current risk exposures and future risk strategy of the Group, including the development and implementation of the Group’s Risk Management Framework and for ensuring compliance with the Group’s approved risk appetite
  • The Risk Committee’s terms of reference are reviewed annually and are available here
  • The Remuneration Committee is composed of three Independent Non-Executive Directors, one of whom is the Interim Chair, which meets with Code requirements
  • Regular attendees at meetings of the Remuneration Committee include the CEO, Group HR Director, Company Secretary and FIT Remuneration Consultants LLP (who provide independent remuneration consultancy services)
  • The Remuneration Committee’s key role is to set the remuneration policy and individual terms for the Executive Directors, Chairman and other members of the senior management team
  • Remuneration for the Non-Executive Directors is determined by the Board of Directors
  • No person participates in any discussion relating to their own remuneration
  • The Remuneration Committee’s terms of reference are reviewed annually and are available here