In line with best practice, the Board has three permanent committees, the Audit, Remuneration and Nomination committees, each of which has formally delegated duties and responsibilities.
The composition of each of the committees complies fully with the provisions of the Combined Code. The terms of reference for all committees are available to view in each of the sections set out below.
The Board regularly appoints a sub-committee consisting of at least two Directors in order to finalise and approve those matters which have been approved in principle by The Board, subject to final amendments only. A permanent sub-committee consisting of at least two Directors exists to approve the issue and allotment of new shares in satisfaction of employee share schemes.
The Remuneration committee comprises Manjit Wolstenholme (Chairman of the committee since February 2011), Seb Bishop and Mark Whiteling. All members of the Remuneration committee are independent in accordance with the criteria set out in the Combined Code.
Responsibilities of the Remuneration committee include:
- Determining the remuneration packages of executive directors, including performance-related awards and share-based incentives;
- Setting individual bonus targets for executive Directors and performance criteria attached to share-based incentives;
- Determining the remuneration of the Chairman;
- Managing and recommending remuneration levels for senior management in line with both industry remuneration packages and the Company’s remuneration policy;
- Considering and approving any new share-based incentive scheme proposed to be implemented.
A copy of the Terms of Reference of the Remuneration committee, which are reviewed annually, is available to view here.
The Audit committee comprises Mark Whiteling (Chairman of the committee since February 2011), Seb Bishop and Manjit Wolstenholme. All members of the Audit committee are independent in accordance with the criteria set out in the Combined Code.
The committee meets during the year with the Chief Executive, Group Finance Director, other officers and the auditors attending parts of the meetings as and when invited to attend by the Chairman of the committee. The committee reports its activities and makes recommendations to The Board.
The responsibilities of the Audit committee include:
- Meeting before the interim and final results announcements to review the relevant financial results with the executive management team and the external auditors;
- Planning the audit process and monitoring its effectiveness;
- Reviewing the Group’s relationship with the external auditors;
- Undertaking a detailed review of the Group’s internal controls.
A copy of the Terms of Reference of the Audit committee, which is reviewed annually, is available to view here.
The Nomination committee comprises Peter Allen (Chairman of the committee since September 2011), Seb Bishop, Mark Whiteling and Manjit Wolstenholme. Each committee member is independent in accordance with the independence criteria set out in the Combined Code.
The responsibilities of the Nomination committee include:
- Ordered succession planning;
- Evaluating the size and structure of The Board as a whole and making recommendations to The Board with regard to the structure or composition of The Board;
- Reviewing the time required from a non-executive Director in order that they may satisfy their role;
- Considering board appointments;
- Making recommendations to The Board with regard to training and development needs.
A copy of the Terms of Reference of the Nomination committee, which is reviewed annually, is available to view here.