Board Committees

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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 meets at least at least four times a year and as requested by the external auditor.

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

Audit and Risk 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 meets at least twice a year.

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

Nomination 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 meets at least three times a year.

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

Remuneration Committee Terms of Reference