Board Committees

Reading -West -Interior


The Audit and Risk Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year Financial Statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, risk management, whistleblowing and fraud systems in place within the Group.

The Audit and Risk Committee is chaired by Paul Gilbert and its other members are David Kelly and Emma Woods.

Number of meetings held in 2020: 8

Audit and Risk Committee Terms of Reference


The Remuneration Committee recommends the Group’s policy on executive remuneration, determines the levels of remuneration for Executive Directors and the Chairwoman and other senior executives and prepares an annual remuneration report for approval by the shareholders at the Annual General Meeting.

The Remuneration Committee is chaired by David Kelly and its other members are Paul Gilbert, Penny Hughes and Emma Woods.

Number of meetings held in 2020: 7

Remuneration Committee Terms of Reference


The role of the Committee is to develop and maintain a formal, rigorous and transparent procedure for making recommendations on appointments and reappointments to the Board. In addition, it is responsible for reviewing the succession plans for Executive Directors and Non-Executive Directors.

This involves:

  • keeping under review the leadership needs of the Group, both Executive and Non-Executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace;
  • regularly reviewing the structure, size and composition of the Board to ensure it has an appropriate balance of skills, diversity, experience, knowledge and independence, and reporting and making recommendations to the Board with regard to any changes; and
  • regularly assessing the knowledge, skills and experience of individual members of the Board and reporting the results to the Board.

The Nomination Committee is chaired by Penny Hughes and its other members are Richard Darwin, Paul Gilbert, David Kelly, John Treharne and Emma Woods.

Number of meetings held in 2020: 4

Nomination Committee Terms of Reference


The HSW Committee first met on 30 July 2020 and met three times in the year, primarily to consider matters relating to the Company’s COVID-secure operating protocols and applicable policies and procedures. In 2020, the Committee also received updates and reviewed progress on the Company’s COVID-secure and health and safety site audits. The Committee also considered and, where appropriate, approved Health & Safety policies and procedures.

Richard Darwin is the Chair of the HSW Committee and its membership is comprised of Board Directors and the Development Director, David Melhuish, who is a member of the Executive Committee. In accordance with the Committee’s terms of reference, the Chair invites other persons to attend the Committee depending on the business of the agenda.

As with Board Committees, the Company Secretary attends the meeting at the invitation of the Chair and keeps a formal record of minutes. The Committee has formal terms of reference setting out its duties, which include, in addition to the matters detailed above, health and safety and wellbeing matters escalated by the Executive Committee and the H&S Steerco, or from other persons as appropriate. The Committee receives reports and recommendations from the H&S Steerco relating to operational health and safety matters.

The HSW Committee is chaired by Richard Darwin and its other members are Penny Hughes, John Treharne, Paul Gilbert and David Melhuish.

Number of meetings held in 2020: 3