Board committees

To assist the board in carrying out its functions and to ensure that there is independent oversight of internal controls and risk management, the board delegates certain responsibilities to six principal board committees.

These are the remuneration committee, the audit committee, the nomination committee, the group risk committee, the disclosure committee and the customer culture and ethics committee. All committees have written terms of reference that define their duties, authorities and membership, and these are reviewed annually.

Remuneration committee

The remuneration committee is responsible for the remuneration of the chairman, the executive directors and the company secretary. The remuneration and terms of appointment of the non-executive directors are determined by the board as a whole. The committee also reviews the remuneration of the senior management teams within the three divisions and the corporate office team.

Members:

Chairman	Andrea Blance	Senior Independent director
Members	Angela Knight	Independent non-executive director
	Libby Chambers	Independent non-executive director
	Paul Hewitt	Independent non-executive director
	Graham Lindsay	Independent non-executive director

Remuneration committee’s terms of reference PDF (94Kb)

Audit committee

The primary function of the audit committee is to assist the board in fulfilling its oversight responsibilities by monitoring the integrity of the financial statements of the group and other financial information before publication and reviewing the significant financial reporting judgements contained in them.

Members:

Chairman	Paul Hewitt	Independent non-executive director
Members	Andrea Blance	Senior Independent Director
	Angela Knight	Independent non-executive director

Audit committee’s terms of reference PDF (236Kb)

Nomination committee

The nomination committee ensures that the balance of directors remains appropriate as the group develops and that there is effective succession planning for senior positions within the group.

Members

Chairman	Patrick Snowball	Chairman
Members	Andrea Blance	Senior Independent Director
	Angela Knight	Independent non-executive director
	Libby Chambers	Independent non-executive director
	Paul Hewitt	Independent non-executive director
	Robert East	Independent non-executive director
	Graham Lindsay	Independent non-executive director

Nomination committee’s terms of reference PDF (227Kb)

Group Risk committee

As part of the overall corporate governance framework, the board has ultimate responsibility for overseeing a strong risk governance framework and determining the nature and extent of the principal risks it is willing to accept to achieve its strategic objectives. The board is also responsible for maintaining a sound system of risk management and internal controls, in accordance with the UK Corporate Governance Code.

The group risk committee assists the board by taking an active role in defining risk appetite and monitoring the risk management and internal control systems across the group.

Members:

Chairman	Angela Knight	Independent non-executive director
	Libby Chambers	Independent non-executive director
	Paul Hewitt	Independent non-executive director

Group risk committee’s terms of reference PDF (37Kb)

Disclosure committee

The disclosure committee assists the board in overseeing the Company’s compliance with obligations pursuant to the EU Market Abuse Regulation (“MAR”) and the FCA’s Disclosure Guidance and Transparency Rules (as amended from time to time) and that appropriate policies and procedures are in place.

Members:

Chairman	Malcolm Le May	Chief Executive Officer
Members	Simon Thomas	Chief Finance Officer
	Charley Davies	General Counsel & Company Secretary

Disclosure committee’s terms of reference PDF (94Kb)

Customer Culture and Ethics committee

Members:

Chairman	Libby Chambers	Independent non-executive director
Members	Robert East	Independent non-executive director
	Graham Lindsay	Independent non-executive director

Customer Culture and Ethics committee's terms of reference PDF (159kb)