Our committees

The Board has established nomination, audit and remuneration committees to deal with specific aspects of the Group’s affairs.

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

No one other than the committee chairman 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:

  • Financial reporting – monitor the integrity of the Group’s Annual Report and Accounts and any formal announcements relating to financial performance and consider significant financial reporting issues, judgements and estimates
  • Risk management and internal controls – review the system of internal control and risk management, including financial controls
  • External audit – manage and review the reports from the external auditor and continue to monitor their independence and effectiveness. Recommend any change of external auditor, oversee any retendering process and review remuneration
  • Internal audit – set and monitor the internal audit plan and internal auditor effectiveness
  • Performance – review the performance and work of both the internal and external auditors
  • Whistleblowing and anti-bribery procedures – monitor and review the whistleblowing and anti-bribery procedures
  • Effectiveness – review the effectiveness of the committee, including an annual review of the committee’s terms of reference

View the audit committee terms of reference  

View the 2019 audit committee report 

Member Role
Andrew Allner Attendance by invitation
David Brown Attendance by invitation
Elodie Brian Attendance by invitation
Katherine Innes Ker Audit Committee Member
Adrian Ewer Audit Committee Chair
Harry Holt Audit Committee Member
Leanne Wood Audit Committee Member

Clare Hollingsworth

Attendance by invitation
Carolyn Ferguson Audit Committee Secretary

The principal responsibilities of the nomination committee are:

  • Board compositions – review the structure, size and composition of the Board
  • Board balance – evaluate the balance of skills, knowledge, experience and diversity on the Board
  • Succession planning – consider succession planning for the Board and other senior management, taking into account the challenges and opportunities facing the Group and expertise needed on the Board in the future
  • Leadership and talent pipeline – understand the current leadership profile compared to the leadership requirements as well as the key age, ethnicity and gender influencer demographics across the Group
  • Inclusion and diversity – review and update the Board Inclusion and Diversity Policy and have regular oversight of Group-wide inclusion and diversity initiatives
  • Effectiveness – review the effectiveness of the committee, including an annual review of the committee’s terms of reference

View the nomination committee terms of reference 

View the 2019 nomination committee report  

Member Role
Andrew Allner Nomination Committee Chair
David Brown Attendance by invitation
Elodie Brian Attendance by invitation
Katherine Innes Ker Nomination Committee Member
Adrian Ewer Nomination Committee Member
Harry Holt Nomination Committee Member
Leanne Wood Nomination Committee Member
Clare Hollingsworth Nomination Committee Member
Carolyn Ferguson Nomination Committee Secretary

The principal responsibilities of the remuneration committee are:

  • Remuneration policy – develop the remuneration policy for the executive directors, including the balance between fixed and performance-related, cash and share based, immediate and deferred remuneration
  • Effectiveness – review the ongoing appropriateness and effectiveness of the Group’s remuneration policy
  • Pay and reward – approve the design, targets and total payments for performance-related pay
  • Board remuneration – set the remuneration for the Chairman and new directors
  • Group pay – recommend and monitor the level and structure of remuneration for senior management within the Group
  • Terms and conditions – ensure adherence to the executive remuneration policy, including recruitment and departing executive director policies

View the remuneration committee terms of reference

View the 2019 remuneration committee report

Member Role
Andrew Allner  Remuneration Committee Member
David Brown Member by invitation
Elodie Brian Member by invitation
Katherine Innes Ker Remuneration Committee Chair
Adrian Ewer Remuneration Committee Member
Harry Holt Remuneration Committee Member
Leanne Wood Remuneration Committee Member
Clare Hollingsworth Remuneration Committee Member
Carolyn Ferguson Remuneration Committee Secretary