Board Committees

Audit & Risk

The Audit & Risk Committee is chaired by Kathleen O'Donovan. Gary Hoffman, Jane Lighting and Laura Wade-Gery are members. The Committee has identified its Chairman, Kathleen O'Donovan, as its primary member with recent and relevant financial experience. Kathleen is a Chartered Accountant and was a partner at Ernst & Young. She was for 12 years the Finance Director of BTR plc (subsequently Invensys). She is also the Chairman of the Audit Committees of Prudential plc and Great Portland Estates plc.

Gary Hoffman also has considerable experience of the financial services industry having spent 26 years with the Barclays group. He was Group Vice Chairman of Barclays plc and was recently appointed Chief Executive of Northern Rock plc.

Jane Lighting and Laura Wade-Gery each have extensive commercial experience. Jane was Chief Executive of both Flextech plc and of the television company Five. Laura is Chief Executive of Tesco.com and is a director of Tesco Bank Ltd.

The Group Finance Director, other directors, the Group's external auditors, internal auditors, and other management, as appropriate, attend meetings of the Committee.

During the Board performance evaluation in 2009, the Board reviewed the composition and balance of the Committee and it is satisfied that the appropriate and relevant expertise and resources are available to effectively fulfil the accounting, audit and risk issues it has to address during the year.

The Committee's principal responsibilities are to:

• Monitor the integrity of the Company's financial announcements including the preliminary results announcement, the half yearly financial report, the interim management statements and other material in the annual report;
• 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;
• Develop and implement policy on non audit services from the external auditors, again 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 or termination of the head of 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 42 and 43 of the 2009 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 'whistleblower' policy, which has been approved and implemented by the Audit Committee.

Remuneration

The Remuneration Committee is chaired by Jane Lighting. Sir Ian Gibson, Gary Hoffman, Kathleen O'Donovan and Laura Wade-Gery are also members.

The Committee meets as required during the year to review the Company's general policy on executive remuneration, the application of the policy to the remuneration and benefits of the executive directors, and to recommend and monitor the level and structure of remuneration for senior management.

The Remuneration Report set out on pages 47 to 52 of the 2009 Annual Report contains a more detailed description of the Company's policies and procedures for executive remuneration. During the year, as appropriate, the Chief Executive, the Secretary and Group Legal Director and the Head of Compensation and Benefits have attended meetings of the Remuneration Committee but they do not participate in discussions on their own remuneration.

The Committee has formal written terms of reference.

Download Remuneration Committee Terms of Reference

Nomination

The Nomination Committee is chaired by the Chairman. All the nonexecutive 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 professional external headhunters 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, Group Finance Director and Secretary and Group Legal Director and meets as necessary to deal with administrative matters of a day to day nature.