Board committees
The board has established four principal committees:
- Audit committee
- Remuneration committee
- Nomination committee
- Disclosure committee
Each of these committees operates within written terms of reference approved by the board.
Audit committee
Membership and meeting schedule
Members of the audit committee are Tony Hales and Ray Miles under the chairmanship of Nick Page.
The audit committee is appointed by the board and consists of no fewer than three independent non-executive directors of the company. Membership is reviewed annually.
The Company Secretary acts as secretary to the committee.
Role of the audit committee
The audit committee makes recommendations to the board, to put to shareholders at general meeting, on the appointment, reappointment and removal of the auditors, and approves remuneration and terms of engagement. It is also responsible for reviewing and monitoring the auditors' independence, objectivity and the effectiveness of the audits, taking into consideration relevant UK professional, and regulatory requirements.
It develops and implements policy on the engagement of the external auditors to supply non-audit services and reports to the board recommending any improvements or action needed.
The integrity of the company's financial statements and any formal announcements relating to financial performance are monitored by the committee. It also reviews the final and interim announcements to the Stock Exchange.
The internal audit plan is formally agreed once a year and regular reports are reviewed on the internal audit function and findings. The audit committee is also responsible for reviewing, and reporting annually to the board, the work of the risk advisory group and the effectiveness of the group's system of internal non-financial controls.
The Chairman of the committee will be available to answer shareholders' questions on audit matters at AGM.
Agenda and information
Meetings are held at least three times a year, two of which are scheduled to review the half year and year end results.
A partner of the internal auditors, the Finance Director and the director of group accounting are invited to attend meetings on a regular basis. Other individuals such as the Chief Operating Officer and other directors may also be invited, when appropriate.
The committee meets auditors at least once a year without any executive director present. It also reviews its own performance, constitution and terms of reference annually.
The chairman of the committee reports to the board after each meeting and makes recommendations it deems appropriate within its remit.
Remuneration committee
Membership and meeting schedule
Ray Miles chairs the remuneration committee which also consists of Tony Hales and Nick Page
The committee is appointed by the board from amongst the independent non-executive directors and consists of at least three members. Membership is reviewed by the board annually.
The company secretary acts as secretary to the committee. Other individuals such as the Chief Operating Officer and external advisors may also be invited to attend.
Role of the Remuneration Committee
The Remuneration Committee's main responsibility is to consider and approve all aspects of the remuneration policy for the executive directors, the Chairman and the Company Secretary. The remuneration and conditions of service must support corporate objectives and shareholder interests, represent good value for money and reflect company and individual director performance. It also recommends and monitors the structure and level of pay for the senior management group.
Additionally, the committee reviews the annual remuneration report prior to its approval by the board.
Agenda and information
Remuneration committee meetings are held at least three times a year. Once a year, the committee reviews the shareholdings of the executive directors in the context of the shareholding guidelines.
The Chairman does not have a relationship with institutional shareholders but is available to answer queries from specific institutional shareholders at their initiative and is also available to answer shareholders' questions on remuneration matters at the AGM. It is the Chairman's role to report to the board after each meeting and make recommendations that are deemed appropriate within the committee's remit.
At least once a year, the committee reviews its performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommends any changes it considers necessary to the board for approval.
Nomination committee
Membership and meeting schedule
Members of the nomination committee are John Harnett, Charles Gregson, Tony Hales, Nick Page and Ray Miles under the chairmanship of Christopher Rodrigues.
The committee is appointed by the board from amongst the directors, and the Chairman of the company will also be the Chairman of the nomination committee. The committee must have at least three members, the majority of whom are to be independent non-executive directors and also include the Chief Operating Officer and the Chairman of the company. Membership is reviewed by the board annually.
The Company Secretary acts as secretary to the committee and other individuals and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
Role of the nomination committee
The committee is responsible for reviewing the structure, size and composition required of the board and making recommendations regarding any changes. In addition to assisting in the selection and appointment of new directors, it also considers and, if appropriate, recommends the extension of the term of office of a non-executive director.
Agenda and information
Nomination committee meetings are held at least once a year. It also considers the succession plan annually and reports to the board that it has done so.
The Chairman of the committee reports to the board after each meeting and makes recommendations that are deemed appropriate within its remit. He also attends the AGM to respond to any shareholder questions relating to the committee's activities.
Disclosure committee
Membership and meeting schedule
Christopher Rodrigues chairs the disclosure committee whose other members consist of John Harnett, Dave Broadbent and Rosamond Marshall Smith.
The committee is appointed by the board and consists of at least three members. Membership is reviewed by the board annually.
The Company Secretary acts as secretary to the committee.
Role of the disclosure committee
The committee is responsible for ensuring compliance with the Disclosure and Transparency Rules issued by the Financial Services Authority, and that appropriate policies and procedures are in place.
This includes approving and reviewing procedures for issuing announcements to the London Stock Exchange, identifying and handling inside information, assessing disclosure obligations, and reviewing the company's relationship and procedures for dealing with investors and analysts.
Agenda and information
The disclosure committee meets at least three times a year. At least once a year, it reviews its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.
The Chairman of the committee reports to the board after each meeting and makes recommendations it deems appropriate within its remit.