Terms of Reference

Audit Committee Remuneration Committee Nomination Committee

Constitution

1. The Directors have resolved to establish a Committee of the Board to be known as the Audit Committee.

Membership

2. The Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of not less than three members. A quorum shall be two members. The Committee shall be comprised of independent non-executive directors. At least one member of the Committee should have relevant financial experience.

3. The Chairman of the Committee shall be appointed by the Board.

Attendance at Meetings

4. The Group Finance Director and a representative of the external auditors shall attend meetings. Other non-executive directors shall also have the right of attendance. In addition, the Committee may invite any director or manager to attend as they consider appropriate.

5. The Company Secretary shall be the Secretary of the Committee.

Frequency of Meetings

6. The Committee shall meet at least three times a year. The external auditors may request a meeting if they consider that one is necessary. At least once a year the Committee shall meet the external auditors without any executives being present.

Powers of Investigation

7. The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are required to cooperate with any request made by the Committee.

8. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Duties

9. The duties of the Committee shall be:

i. any changes in accounting policies and practices
ii. major judgemental areas
iii. significant adjustments resulting from the audit
iv. review of one-off major exceptional items
v. the going concern assumption
vi. compliance with accounting standards
vii. compliance with stock exchange and legal requirements
viii. variation of intangible assets.

II. to review the half-year and annual financial statements before submission to the Board, focusing particularly on:

IV. to review the external auditor’s management letter and management’s response;

V. to keep under review the nature and extent of non-audit services supplied by the auditors, so as to ensure that value for money is obtained without compromise to the auditors’ independence and objectivity;

VI. to review the effectiveness of the Company’s internal control systems prior to endorsement by the Board;

VII. to review the internal audit programme, ensure co-ordination between the internal financial control committee and the external auditors;

VIII. to consider the major findings of internal investigations and management’s response;

IX. to review the arrangements by which employees may, in confidence, raise concerns about possible improprieties in matters of formal reporting or other matters;

X. to consider other topics, as defined by the Board;

XI. the Chairman of the Committee shall attend the Company’s Annual General meeting to answer shareholders’ questions on the Committee’s activities;

XII. to report to the Board and make recommendations as appropriate in respect of all the items detailed in this paragraph 9.

Reporting Procedures

10. The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.

Constitution

1. The Directors have resolved to establish a Committee of the Board to be known as the Remuneration Committee.

Membership

2. The Committee shall be appointed by the Board from amongst the independent non-executive directors of the Company and shall consist of not less than three members.

3. The Chairman of the Committee shall be appointed by the Board.

Meetings

4. The quorum for meetings shall be two.

5. Meetings shall be held at least once a year and at such times as is necessary.

6. The Company Secretary shall act as secretary to the Committee and shall keep an appropriate record of its proceedings.

Duties

7. The Committee is charged with recommending to the Board the remuneration of the Board, employment conditions, changes to the Executive Share Option Scheme and to the Save As Your Earn Scheme, and the introduction of any new scheme. It shall also determine the target(s) for any performance-related pay schemes operated by the Company for its executive directors.

8. The Committee is consulted on and notified of all senior management appointments, and related remuneration, and is also consulted on major re-organisational changes. The Committee is also consulted on the bonus arrangements and allocations of executive share options for the senior executives of the Company.

9. The Committee shall have the power to employ the services of such advisers as it deems necessary to fulfil its responsibilities.

10. The Committee shall recommend to the Board the text of the report on remuneration to be made to the shareholders in the Annual Report.

11. The Chairman of the Remuneration Committee shall attend the Company’s Annual General Meeting to answer shareholders’ questions about directors’ remuneration.

Remuneration Committee consultant's engagement letter (28 Kb PDF)

Constitution

1. The Directors have resolved to establish a Committee of the Board to be known as the Nomination Committee.

Membership

2. The Committee shall be appointed by the Board and consist of not less than three non-executive directors.

3. The Chairman of the Company shall be the Chairman of the Committee.

Meetings

4. The quorum for meetings shall be two.

5. Meetings shall be held as is necessary.

6. The Company Secretary shall act as secretary to the Committee and shall keep an appropriate record of its proceedings.

Duties

7. The Committee shall from time to time consider and make recommendations as to the Board’s composition and balance.

8. The Committee shall be responsible for the Company’s succession policy, including the nominating of candidates (for the approval of the full Board) to fill vacancies to the Board for non-executive posts.

9. The Committee shall have the power to employ the services of such advisers as it deems necessary to fulfil its responsibilities.

10. The Committee shall recommend whether those directors who are due to retire by rotation should be put forward for re-election.

11. The Committee shall make recommendations to the Board for the continuation (or not) in service of an executive director as an executive or non-executive director.

12. The Chairman of the Committee shall attend the Company’s Annual General Meeting to answer shareholders’ questions on the Committee’s activities.