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Board Committees

Audit & Risk

The Audit Committee is chaired by Lee Ginsberg. Other members of the Committee are: Helen Stevenson, David Kelly,` Olivia Streatfeild and Steve Hatch. David Grigson attends meetings at the invitation of the Chairman. 

All members of the Committee are non-executive directors and their biographical details are set out on pages 32 and 33 of the 2015 Annual Report. The Board is satisfied that the members of the Committee have a wide range of commercial and financial experience which allows the Committee to fulfil the Terms of Reference. 

The Committee has identified Lee Ginsberg as the member having recent and relevant financial experience for the purposes of the UK Corporate Governance Code. 

Meetings of the Audit & Risk Committee are also attended by the executive directors, the Head of Risk & Audit, and representatives from the Company's auditors, Deloitte LLP. 

Role and activity of the Committee:

  • Monitor the integrity of the financial statements of the Company including its annual and half year financial results, interim management statements and any other formal announcement relating to its financial performance, reviewing significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature;
  • Review and assess the Annual Report in order to determine whether it can advise the Board that, taken as a whole, the Annual Report is fair, balanced, and understandable and provides shareholders the information they need to assess the Company's performance, business model and strategy as required by C.1.1. of the UK Corporate Governance Code;
  • Review significant financial reporting issues and judgements;
  • Recommend to the Board the appointment of the external auditor and approve their remuneration and terms of engagement;
  • Monitor and review the external auditor's independence, objectivity and effectiveness including considering relevant UK professional and regulatory requirements;
  • Review and approve the external audit plan;
  • Develop and implement policy on non-audit services from the external auditors, taking into account relevant ethical guidance;
  • Review the Company's procedures for handling allegations from whistleblowers;
  • Review the Company's internal financial control system and risk management system;
  • Monitor and review the effectiveness of the internal audit function;
  • Review and approve the remit of the internal audit function and ensure the function has the necessary resources and is able to meet appropriate professional standards for internal auditors;
  • Review and approve the internal audit plan; and
  • Approve the appointment and termination of the Director of Risk and Audit who is responsible for internal audit (with the agreement of the Committee this approval may be delegated to the Committee Chairman).

More information about the Audit & Risk Committee can be found on pages 40 to 44 of the 2015 Annual Report.

The Committee has formal written terms of reference which provide authorisation for obtaining independent external advice at the Company's expense.

Download Audit & Risk Committee Terms of Reference

You can also read details of the Company's Disclosure Policy, which has been approved and implemented by the Audit & Risk Committee.

Remuneration

The Remuneration Committee is chaired by Helen Stevenson. Other members of the Committee are: David Grigson, Lee Ginsberg, Jane Lighting and David Kelly. 

The Committee is a committee of the Board of Directors and has been established with formal terms of reference approved by the Board. The Committee’s purpose is to assist the Board in fulfilling its oversight responsibility by ensuring that remuneration policy and practices reward fairly and responsibly; are linked to corporate and individual performance; and take account of the generally accepted principles of good governance.

The Committee has authority to determine the appropriate remuneration, benefits and employment conditions for the executive directors. The Committee also recommends and monitors the level and structure of remuneration for senior management. The Committee sets the remuneration of the Chairman (the Chairman does not participate in any discussion of his remuneration), and leads the Board’s discussion of remuneration issues for all staff more generally.

The Committee fulfils its duties with a combination of both formal meetings and informal consultation with relevant parties internally, including the Chief Executive and the Group Company Secretary. The Chairman of the Board, together with the Chief Executive, is responsible for evaluating and making recommendations to the Board on the remuneration of the non-executive directors. Members of the Committee and any person attending its meetings do not participate in any discussion or decision on their own remuneration.

The Remuneration Report set out on pages 45 to 59 of the 2015 Annual Report contains a more detailed description of the Company's policies and procedures for executive remuneration. 

Download Remuneration Committee Terms of Reference

Nomination

The Nomination Committee is chaired by the Chairman. All the non-executive directors and the Chief Executive are members.

The Committee meets as required to select and propose to the Board suitable candidates of appropriate calibre for appointment as directors. The Nomination Committee would normally expect to use the services of independent search consultants to help in the search for and selection of candidates.

The Committee has formal written terms of reference.

Download Nomination Committee Terms of Reference

Administration

The Administration Committee consists of the Chief Executive and Group Finance Director, who meet as necessary to deal with administrative matters of a day to day nature.