Our committees

The Board has established nomination, audit and remuneration committees which constitute an important element of the governance process.

The responsibilities of each committee are determined by its terms of reference, which are reviewed annually.

No one other than the committee chair and its members is entitled to be present at a meeting of these committees. Others may attend upon invitation only.

Our committees:

The principal responsibilities of the Audit Committee are as follows:

  • Monitoring the ongoing impact of COVID-19
  • Monitoring the integrity of the Group’s financial statements, ensuring information is fair, balanced and understandable
  • Reviewing significant financial reporting judgements and estimates made by senior management
  • Reviewing the system of risk management and internal controls
  • Health and safety standards and auditing 
  • Fraud management and reporting
  • Reviewing the effectiveness of the audit process and the independence and objectivity of the external auditor 
  • Ensuring the use of the external auditor for non-audit services is approved in line with policy
  • Reviewing the external auditor’s remuneration, terms of engagement and reappointment
  • Reviewing the going concern and long term viability assessment of the Group
  • Reviewing remit of Internal Audit
  • Overseeing ESG reporting and related climate and financial disclosures
  • IT-related risks including resilience and cyber security
  • Monitoring UK Audit Reform recommendations
  • Committee effectiveness, including terms of reference

The Committee’s terms of reference are reviewed and approved by the Board annually.

View the Audit Committee terms of reference  

View the 2021 Audit Committee Report 

Member Role
Dominic Lavelle Audit Committee Chair
Harry Holt Audit Committee Member
Leanne Wood Audit Committee Member

David Blackwood

Audit Committee Member
Clare Hollingsworth Attendance by invitation
Christian Schreyer

Attendance by invitation

Gordon Boyd Attendance by invitation
Carolyn Ferguson Audit Committee Secretary

The principal responsibilities of the Remuneration Committee are as follows:

  • Designing remuneration policy and practices to support long term strategy, purpose and value 
  • Developing policy on executive remuneration 
  • Determining senior management, executive director and Chair remuneration with consideration of the impact of COVID-19
  • Approving the design, targets and total payments for performance-related pay
  • Ensuring adherence to the executive remuneration policy, including recruitment and departing executive director policies
  • Reviewing workforce remuneration and related policies to ensure consistency with Group values and culture 
  • Considering remuneration-related themes (including employee pay) arising from colleague engagement
  • Ensuring remuneration policy promotes long term shareholdings by executive directors that align with shareholders’ interests 
  • Selecting, appointing and setting the terms for any remuneration consultants to advise the Committee 
  • Engaging with shareholders on remuneration matters
  • Operating within the recognised principles of good corporate governance
  • Committee effectiveness, including terms of reference

The Committee's terms of reference are reviewed and approved by the Board annually.

View the Remuneration Committee terms of reference

View the 2021 Remuneration Committee report

Member Role
Leanne Wood Remuneration Committee Chair
Clare Hollingsworth Remuneration Committee Member
Harry Holt Remuneration Committee Member
David Blackwood Remuneration Committee Member
Dominic Lavelle Remuneration Committee Member
Christian Schreyer Attendance by invitation
Gordon Boyd Attendance by invitation
Carolyn Ferguson Remuneration Committee Secretary

The principal responsibilities of the Nomination Committee are as follows:

  • Reviewing Board and Committee composition, structure and size 
  • Reviewing balance of skills, knowledge, experience and diversity on the Board 
  • Reviewing independence, time commitments and tenure of non-executive directors 
  • Leading the process for Board appointments and induction 
  • Reviewing Board diversity policy on an annual basis and monitoring progress against targets  
  • Monitoring of Group-wide diversity policy and initiatives, including gender and ethnic diversity targets 
  • Reviewing succession plans for the Board and senior management
  • Reviewing of gender pay gap results and strategies in place to narrow the gender pay gap
  • Providing oversight of talent management and leadership development 
  • Ensuring Group policies are appropriate to develop a broad and diverse talent pipeline
  • Recommending the election and re-election as appropriate of all directors to the Board
  • Committee effectiveness, including terms of reference

The Committee’s terms of reference are reviewed and approved by the Board annually.

View the Nomination Committee terms of reference 

View the 2021 Nomination Committee report  

Member Role
Clare Hollingsworth Nomination Committee Chair
Harry Holt Nomination Committee Member
Leanne Wood Nomination Committee Member

David Blackwood

Nomination Committee Member
Dominic Lavelle Nomination Committee Member
Christian Schreyer Attendance by invitation
Gordon Boyd Attendance by invitation
Carolyn Ferguson Nomination Committee Secretary