The Board delegates some of its activities to the following Committees, each of which has written terms of reference. The Company Secretary acts as secretary to and is in attendance at each of these Committees, and each of the Committees is provided with sufficient resources to undertake its duties.
The Audit Committee plays an important part in the governance of the Company with its principal activities focused on the integrity of financial reporting, quality and effectiveness of internal and external audit, risk management and the system of internal control. It currently consists of four independent Non-Executive Directors: Kate Ferry (Chair), Sandra Turner, Helena Ganczakowski and Peter McPhillips. The Committee met four times in the year and a fuller report on its activities is set in the Annual Report.
The Remuneration Committee currently consists of four independent Non-Executive Directors: Helena Ganczakowski (Chair), Sandra Turner, Kate Ferry and Peter McPhillips. The Committee’s main duties (which it discharged during the year) are contained within the Directors’ Remuneration Report, Annual Report. This includes the Board’s policy on remuneration. A separate Executive Director committee, after discussion with the Chairman, sets the fees for the Non-Executive Directors so as to ensure that no Director is involved in setting his or her own remuneration.
The Nominations Committee currently comprises Ian Durant – Chairman, and all of the Non-Executive Directors. The Committee’s main functions (which it discharged during the year) are to review the balance and constitution of the Board; to advise the Board as to whether Directors should be nominated for re-election by the members; and to approve and manage the process for setting the specification for all Board appointments, identifying candidates who meet that specification and making recommendations to the Board on the basis of merit and compliance with objective criteria in respect of all new Board appointments.
In recruiting additional Directors the Nominations Committee defines the role and uses external consultants to assist in identifying suitable candidates from which the Committee selects a short list and conducts interviews. The final candidate is then subject to formal recommendation by the Committee and approval by the Board.