Corporate governance

The main roles and responsibilities of the Audit Committee include:

Financial and narrative reporting

• Monitor the integrity of the financial statements

• Scrutinise the full and half year financial statements

• Consider and challenge the key financial judgements

Risk management and internal control

• Oversee the internal control processes

• Assess the need for an internal audit function

• Review the risk management framework

• Ensure risks are carefully identified, assessed and mitigated

External auditor

• Review the performance, independence and effectiveness of the external auditor and audit process, including the quality of the same

Regulatory compliance

• Review the viability statement and going concern basis of preparation of the financial statements

• Consider whether the Annual Report is “fair, balanced and understandable”

• Monitor compliance with applicable laws and regulations

There are arrangements in place whereby employees may, in confidence, raise concerns about possible improprieties in matters of financial reporting amongst other things. The Committee ensures that the management has in place arrangements for the proportionate and independent investigation of such matters.

Read in our latest Annual Report.

The Nomination Committee reviews the structure, size and composition and membership of the Board and its Committees and makes recommendations with regard to any changes considered necessary.

It also acts as a forum to assess the roles of the existing Directors in office to ensure that there continues to be a balanced Board in terms of skills, knowledge, experience and diversity.

The key responsibilities for the Nomination Committee are;

Board composition and succession

• Reviews and evaluates the size, structure and composition of the Board and its Committees

• Ensures the Board comprises individuals with the necessary skills, knowledge and experience to be effective in discharging its responsibilities

• Considers the diversity of the appointments and balance of skills, knowledge and experience of each Director

• Considers succession planning for the Board and the senior management

Board appointments

• Leads the process for new appointments to the Board and its Committees

• Ensures that all new Directors receive an appropriate induction programme and reviews the training requirements of the Board

• Ensures that all potential conflicts of interest are declared on appointment and that all disclosed potential conflicts of interest are reviewed regularly

Diversity

• Promotes the Company’s policy on diversity at Board level and to senior management

Performance evaluation

• Leads the annual Board and Committee evaluation exercise

Re-appointment of Directors

• Reviews the time required from Non‑executive Directors and their external commitments

• Considers the annual election and re‑election of Directors to the Board at the Annual General Meeting

The Nomination Committee seeks to ensure that all Board appointments are made on merit and measured against objective criteria and with due regard for the benefits of diversity on the Board. The Board is committed to ensuring a broad mix of gender, age, nationality, experience and skills throughout the business.

Read in our latest Annual Report.

Nomination Committee Terms of Reference

The principal responsibilities of the Committee are:

Policy

• Setting the remuneration policy for the Chair, Executive Directors and senior executives (the “Remuneration Policy”) and ensuring it is aligned to the Company’s purpose and values and linked to delivery of the Company’s long term strategy

• Reviewing the continued appropriateness and relevance of the Remuneration Policy

Remuneration

• Within the terms of the approved Remuneration Policy and the Company’s remuneration framework:

  • setting the relevant performance objectives and targets for short and long term incentive pay; and

  • determining the remuneration of the Directors, the Company Secretary and the senior executives

• Reviewing and considering remuneration across the Group to ensure appropriate alignment between the remuneration of the Directors, senior executives and the Group as a whole

• Appointing and setting out the terms of reference for any remuneration consultants to advise the Committee

• Agreeing policy on the recovery by the Directors of expenses incurred in performance of their duties

Reporting

• Preparing the Directors’ Remuneration Report and reporting to shareholders on the implementation of the Company’s Remuneration Policy in accordance with relevant statutory and corporate governance requirements

Read in our latest Annual Report.