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 Executive committee, the Remuneration committee, the Audit committee, the Nomination committee and the Risk Advisory committee. All committees have written terms of reference that define their duties, authorities and membership, and these are reviewed annually.

Executive committee

The Executive committee is chaired by chief executive, Peter Crook and the other executive director, Andrew Fisher, is also a member.

The Executive committee normally meets at least once a week, and more frequently as required, and supervises the boards of its principle operating divisions and manages the running of the group, other than those matters reserved to the board and those specifically assigned to the other four committees. There is a formal schedule of matters reserved to it for decision as included with the committee's Terms of Reference.

Members:

Chairman	Peter Crook	Chief executive
Members	Andrew Fisher	Finance director
Secretary	Ken Mullen	General counsel and company secretary

Executive committee’s terms of reference PDF (90Kb)

 
Remuneration committee

The 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.

The chief executive is consulted on proposals relating to the remuneration of the other executive directors and the senior management teams and the chairman is consulted on proposals relating to the chief executive’s remuneration. When appropriate, both are invited by the committee to attend meetings but are not present when their own remuneration is considered.

Members:

Chairman	Malcolm Le May	Independent non-executive director and senior independent director
Members	Rob Anderson	Independent non-executive director
	Andrea Blance	Independent non-executive director
Secretary	Ken Mullen	General counsel and company secretary

Remuneration committee’s terms of reference PDF (80Kb)

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.

In addition, the committee also reviews:

• The systems of internal financial, operational and compliance controls on a continuing basis, and the arrangements and procedures in place to deal with whistleblowing, fraud and bribery; and
• The accounting and financial reporting processes, along with the roles and effectiveness of both the group internal audit function and the external auditor.

The ultimate responsibility for reviewing and approving the Annual Report and Financial Statements remains with the board.

Members:

Chairman	Andrew Blance	Independent non-executive director
Members	Malcolm Le May	Independent non-executive director and senior independent director
	David Sear	Independent non-executive director
	Stuart Sinclair	Independent non-executive director
Secretary	Ken Mullen	General counsel and company secretary

Audit committee’s terms of reference PDF (90Kb)

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.

Responibilties

• Regularly reviews the structure, size and composition (including skills, knowledge, experience and diversity) of the board, and makes recommendations to the board for any changes to its composition to ensure it remains appropriately refreshed;
• Fully considers the succession planning requirements for directors and the senior management team to ensure that succession is managed smoothly and effectively;
• Keeps under review the leadership needs of the group, with a view to ensuring it remains competitive in the marketplace;
• Identifies and nominates to the board candidates who are assessed as having sufficient time to devote to their prospective responsibilities to fill board vacancies;
• Evaluation of the balance of skills, knowledge, experience and diversity on the board before any appointments are made and the preparation of a description of the role and the capabilities required for a particular appointment. The committee considers candidates on merit and against objective criteria with due regard to the benefits of diversity, including gender; and
• Reviews and considers the performance and effectiveness of the committee through the results of the board and committee performance evaluation process.

Members

Chairman	Manjit Wolstenholme	Chairman
Members	Andrea Blance	independent non-executive director
	Malcolm Le May	Independent non-executive director and senior independent director
	Rob Anderson	Independent non-executive director
	David Sear	Independent non-executive director
	Stuart Sinclair	Independent non-executive director
Secretary	Ken Mullen	General counsel and company secretary

Nomination committee’s terms of reference PDF (80Kb)

Risk Advisory 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 Code.

The risk advisory 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	Stuart Sinclair	Independent non-executive director
Members	Andre Blance	Independent non-executive director
	David Sear	Independent non-executive director
	John Straw	Independent non-executive director
	Rob Anderson	Independent non-executive director
	Manjit Wolstenholme	Chairman
Secretary	Ken Mullen	General counsel and company secretary

Risk Advisory committee’s terms of reference PDF (90Kb)