The Board delegates certain powers to Board Committees. There are three principal Board Committees to which the Board has delegated certain of its responsibilities. The terms of reference for all three Committees are reviewed by each Committee regularly and can be downloaded here:
The Audit Committee currently comprises three independent Non-Executive Directors; Martin Davies, Andrew Leslie and Heather Jackson. Martin Davies chairs the Audit Committee.
The principal duties of the Audit Committee are to review draft annual and interim financial statements prior to being submitted to the Board, reviewing the effectiveness of the Group’s system of internal control, risk management and the performance and cost effectiveness of the external auditor.
The Nomination Committee currently comprises Peter Cowgill, the Executive Chairman, and four independent Non-Executive Directors: Andrew Leslie, Martin Davies, Heather Jackson and Kath Smith. The Executive Chairman is the chair of the Nomination Committee.
The Committee’s principal duties are to consider the size, structure and composition of the Board, ensure appropriate succession plans are in place for the Board and senior management and, where necessary, consider new appointments to the Board and senior management.
The Remuneration Committee currently comprises four independent Non-Executive Directors: Andrew Leslie, Martin Davies, Heather Jackson and Kath Smith. Andrew Leslie is the chair of the Remuneration Committee.
The Committee’s principal duties are to determine:
Overall Group remuneration policy;
Remuneration packages for Executive Directors and senior management;
The terms of Executive Director service contracts as may be required from time to time; and
The terms of any performance-related and/or long term incentive schemes operated by the Group and awards thereunder.