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. Terms of reference for all three committees, which are set by The Board and reviewed annually, are available to view in each of the sections set out below.
In addition to the three permanent committees, The Board regularly appoints sub-committees consisting of at least two Directors or one Director and the Company Secretary, in order to finalise and approve those matters which have been approved in principle by The Board.
The Remuneration committee comprises Mark Wood (Chairman of the committee since April 2009), Patrick Taylor, Michael Penington and Seb Bishop. 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 Patrick Taylor (Chairman of the committee since April 2001), Michael Penington and Mark Wood. 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:
- Formally reviewing the draft Annual Report and interim statement, respectively, and associated announcements;
- Reviewing the findings of the external auditors;
- Reviewing the external audit strategy and the external auditors’ report to the committee in respect of the Annual Report and interim statement;
- Reviewing the processes for financial reporting, risk management and internal controls;
- Reviewing the effectiveness and independence of external auditors.
A copy of the Terms of Reference of the Audit committee, which is reviewed annually, is available to view here.
The Nomination committee comprises Roger Parry (Chairman of the committee since November 2001), Michael Penington and Patrick Taylor. 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.
