Our Board operates three Committees to undertake specific roles which are summarised here. Their terms of reference can be viewed here.
The Audit Committee responsibilities include monitoring the integrity of the financial statements of the Group and any formal announcements relating to the Group’s financial performance, reviewing its internal control and risk management systems, reviewing the performance of the auditors and each of the issues covered by Rule 7.1 of the United Kingdom Listing Authority’s Disclosure and Transparency Rules and the UK Corporate Governance Code. The Committee is chaired by Mark Pain, who is recognised as having relevant and recent financial experience and as being the Committee’s financial expert. Kjell Aamot and Camilla Rhodes are also members. All are Independent Non Executive Directors. For a link to their biographies click here.
Chaired by Geoff Iddison, the Remuneration Committee has responsibility for reviewing the Board policy on remuneration for executive management and setting all aspects of remuneration for the Executive Directors. It also instructs and approves the design of the performance-related pay schemes and the design of share incentive plans for approval by the Board and shareholders where applicable. No member of the Committee has any personal financial interest (other than as a shareholder), or other conflicts of interest. The Committee takes advice when necessary from its advisers, New Bridge Street, an Aon Hewitt company. Click here for an external link to their website http://www.newbridgestreet.com. The remuneration of the Non Executive Directors is a matter for the Chairman of the Board and the Executive Directors. Camilla Rhodes and Mark Pain are also members of the Committee. All are Independent Non Executive Directors. For a link to their biographies click here.
Ian Russell, the Chairman of the Board, also chairs the Nomination Committee. Camilla Rhodes, Geoff Iddison, Kjell Aamot, Mark Pain and Ralph Marshall are also members. All are Non Executive Directors. To view their biographies click here. The Committee is tasked with regularly reviewing the structure, size and composition of the Board, seeking suitably skilled and experienced candidates as Non Executive Directors with sufficient time to devote to the role and overseeing all Board appointments. It also considers succession planning and reviews the composition of the Board and Committees.