Board Committees

Dennis Millard (Chairman)
Andrew Dougal
Paul Withers

Audit Committee terms of reference – summary

  • Reviews accounting policies and the integrity and content of the financial statements.
  • Monitors disclosure controls and procedures and the Group’s internal controls.
  • Considers the adequacy and scope of external and internal audits.
  • Oversees the relationship with and appointment of the external auditor.
  • Monitors the independence and effectiveness of the external auditor, particularly with regard to the scope and expenditure on non-audit work.
  • Reviews and approves the statements to be included in the annual report on internal control and risk management.
  • Monitors the financial reporting process.

Download the full Audit Committee Terms of Reference (PDF)

Paul Withers (Chairman)
Andrew Dougal
Dennis Millard

Remuneration Committee terms of reference – summary

  • Determines remuneration for Executive Directors.
  • Reviews and has regard to remuneration trends across the Group when setting remuneration policy for Executive Directors.
  • Recommends and monitors the level and structure of remuneration for senior executives across the Group (the first layer of management below Board level).
  • Approves design of and targets for performance-related pay for Executive Directors, approving any payments to be made based on performance.
  • Determines the fees of the Chairman.
  • Approves contracts of employment with Executive Directors.
  • Approves the design of and governs employee share schemes.
  • Approves the policy for expense claims by Directors.
  • Oversees changes to employee benefit structures.
  • Considers risks to the Group as a result of remuneration plans. Full details of Directors’ remuneration and a statement of our remuneration policy are detailed in the Remuneration Report.

Download the full Remuneration Committee Terms of Reference (PDF)

Valerie Gooding (Chairman)
Andrew Dougal
Thomas Reddin
Paul Withers
Laurence Bain
Dennis Millard

Nominations Committee terms of reference – summary

  • Reviews the composition of the Board.
  • Recommends appointment of new Directors.
  • Considers succession plans for senior and executive positions.

Download the full Nominations Committee Terms of Reference (PDF)