Board Committees

The Board recognises the gravity and importance of corporate governance. The Board has established Audit, Nomination and Remuneration Committees, all with defined terms of reference, modelled closely on those set out in the Combined Code. A copy can also be viewed on the download links available.

 

  • Audit Committee

    The following is a summary of the Audit Committee’s responsibilities:

    • Monitoring the integrity of the Group’s financial statements, financial reporting and related statements, as well as the clarity and completeness of and informing the Boardwhether the Annual report and accounts taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess theCompany’s performance, business model and strategy
    • Ensuring the appropriateness of accounting policies, any changes to these, and any significant estimates and judgements made
    • Reviewing the effectiveness of internal control, compliance and risk management systems (including whistleblowing arrangements)
    • Overseeing all aspects of the relationship with the internal and external auditors; approving the policy on non-audit services; making recommendations to the Board for their dismissal or changes; and supervising any tender process
  • Nomination Committee

    The following is a summary of the Nomination Committee’s responsibilities:

    • Reviewing the size and composition of the Board, together with the skills, knowledge, experience and diversity of its members and making recommendations for change as necessary
    • Carrying out an annual performance evaluation of the Board, its committees and individual members
    • Succession planning for the Board and Executive Leadership team
  • Remuneration Committee

    The following is a summary of the Remuneration Committee’s responsibilities:

    • Determining the levels of remuneration for the Chairman and Executive Directors and keeping these under review
    • Making awards under the annual bonus scheme and LTIP, including setting performance targets
    • Monitoring and making recommendations on the design, structure and level of remuneration for all senior executives, ensuring that these are appropriately linked to the Group’s strategy and aligned with the Board’s risk profile
  • Membership of Committees

    Audit Committee
    Anne Hyland (Chairman)
    Sandra Boss
    Dorothee Deuring
    Nick Salmon

    Nomination Committee
    Andrew Duff (Chairman)
    Sandra Boss
    Dorothee Deuring
    Steve Good
    Anne Hyland
    Nick Salmon

    Remuneration Committee
    Steve Good (Chairman)
    Sandra Boss
    Dorothee Deuring
    Nick Salmon

    
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