The Group Board is collectively responsible to shareholders for setting the direction of the business and monitoring the Group’s ongoing affairs.
It is also responsible for ensuring an effective internal control environment that identifies and manages appropriately the risks associated with the business.
The Remuneration Committee is responsible for making recommendations to the Group Board on the Group's framework of executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for each of the Executive Directors, including performance-related bonus schemes, pension rights and compensation payments. The Group Board itself determines the remuneration of the Non-Executive Directors. The Remuneration Committee comprises the Non-Executive Directors and is chaired by Peter Jones.
Remuneration Committee: Terms of Reference
The Audit Committee comprises the Non-Executive Directors and is chaired by David Morgan. Audit Committee meetings are also attended, by invitation, by the Chief Executive and Group Finance Director. The Committee meets not less than three times annually.
The Committee is responsible for reviewing a wide range of financial reporting and related matters including the half-year and annual accounts before their submission to the Group Board. The Committee is required to focus in particular on critical accounting policies and practices adopted by the Group, and any significant areas of judgment that materially impact reported results. It is also responsible for monitoring the internal controls that are operated by management to ensure the integrity of the information reported to the shareholders.
The Committee provides a forum for reporting by the Group's external auditors, and advises the Group Board on the appointment, independence and objectivity of the external auditors and on their remuneration both for statutory audit and non-audit work. It also discusses the nature, scope and timing of the statutory audit with the external auditors. The Committee also reviews the appropriateness of the annual internal audit programme for the Group, and ensures that the business risk management and internal audit functions are adequately sponsored and resourced.
Audit Committee: Terms of Reference
The Nominations Committee is responsible for reviewing the structure, size and composition required of the Board when compared to its current position, and it makes recommendations to the Board with regard to any changes. It considers and reviews succession planning for main Group Board Directors, taking into account the challenges and opportunities facing the Company; it identifies and nominates for Board approval suitable candidates to fill Board vacancies as and when they arise, and it keeps under review both the Executive and Non-Executive leadership needs of the Company to enable the Company to compete effectively in the marketplace.
The Nominations Committee also has responsibility for evaluating the performance of Non-Executive Directors, recommending as appropriate re-appointment of Non-Executive Directors at the end of their specified terms of office, and overseeing the re-election by shareholders of any director under the ‘retirement by rotation’ provisions in the Company’s articles of association.
The Nominations Committee comprises at least two members, all of whom shall be independent Non-Executive Directors.
Nominations Committee: Terms of Reference