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 integrity of the Group’s financial statements and reviewing significant financial reporting judgements
- Reviewing the system of risk management and internal controls
- Health and safety standards and auditing
- Reviewing the effectiveness of the audit process and the independence and objectivity of the external auditor
- Developing and implementing policy on engaging the external auditor to supply non-audit services
- Reviewing the external auditor’s remuneration, terms of engagement and reappointment
- Setting and monitoring the internal audit plan and internal auditor effectiveness
- Committee effectiveness, including terms of reference
The committee’s terms of reference are reviewed annually and approved by the Board. During the year, the terms of reference were updated in accordance with best practice.
View the audit committee terms of reference
View the 2020 audit committee report
| Member | Role |
|---|---|
| Clare Hollingsworth | Attendance by invitation |
| David Brown | Attendance by invitation |
| Adrian Ewer | Audit Committee Chair |
| Harry Holt | Audit Committee Member |
| Leanne Wood | Audit Committee Member |
| Carolyn Ferguson | Audit Committee Secretary |
The principal responsibilities of the nomination committee are as follows:
- Board and committee composition, structure and size
- Balance of skills, knowledge, experience and diversity
- Review of time commitments and external directorships
- Leading the process for Board appointments
- Board diversity policy and targets
- Group-wide diversity policy and targets
- Gender pay gap results
- Oversight of the leadership talent development pipeline
- Board evaluation
- Committee effectiveness, including terms of reference
The committee’s terms of reference are reviewed annually and approved by the Board. During the year, the terms of reference were updated in accordance with best practice.
View the nomination committee terms of reference
View the 2020 nomination committee report
| Member | Role |
|---|---|
| Clare Hollingsworth | Nomination Committee Chair |
| David Brown | Attendance by invitation |
| Adrian Ewer | Nomination Committee Member |
| Harry Holt | Nomination Committee Member |
| Leanne Wood | Nomination Committee Member |
| Carolyn Ferguson | Nomination 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 and determining senior management, new director and Chair remuneration
- Reviewing pension arrangements for the executive directors to ensure alignment with the wider workforce
- Reviewing workforce remuneration and related policies to ensure consistency with Group values and culture
- 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
- Committee effectiveness, including terms of reference
The committee's terms of reference are reviewed annually and approved by the Board. During the year, the terms of reference were updated in accordance with best practice.
View the remuneration committee terms of reference
View the 2020 remuneration committee report
| Member | Role |
|---|---|
| Clare Hollingsworth | Remuneration Committee Member |
| David Brown | Attendance by invitation |
| Adrian Ewer | Remuneration Committee Member |
| Harry Holt | Remuneration Committee Member |
| Leanne Wood | Remuneration Committee Chair |
| Carolyn Ferguson | Remuneration Committee Secretary |
