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 five principal board committees.

These are the remuneration committee, the audit committee, the nomination committee and the group risk committee and the disclosure 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 Rob Anderson Independent non-executive director
  Angela Knight Independent non-executive director
  Libby Chambers Independent non-executive director
  Paul Hewitt 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 John Straw Independent non-executive director
  Andrea Blance Senior Independent Director
  Angela Knight Independent non-executive director
  Libby Chambers 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 Rob Anderson Independent non-executive director
  Andrea Blance Senior Independent Director 
  John Straw Independent non-executive director
  Angela Knight Independent non-executive director
  Libby Chambers Independent non-executive director
  Paul Hewitt 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
Members Andrea Blance Senior Independent Director
  John Straw Independent non-executive director
  Libby Chambers Independent non-executive director
  Paul Hewitt Independent non-executive director

Group risk committee’s terms of reference PDF (94Kb)

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 Andrew Fisher Finance Director
  Stuart Sinclair Interim non-executive Chairman
  Ken Mullen  

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