Audit, Nomination and Remuneration Committees

The Board has established audit, nomination and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. Ishbel Macpherson is the Senior Independent Director.

Audit Committee
The Audit Committee is chaired by Ishbel Macpherson and its other members are John Coleman and Mark McClennon.

The Audit Committee has responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.

The Audit Committee meets formally three times a year and at such other times as required.

Audit Committee terms of reference
Remuneration Committee
The Remuneration Committee is chaired by Ishbel Macpherson and its other members are John Coleman and Mark McClennon.

The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Group’s policy on the remuneration packages of the Company’s chief executive, chairman, the executive Directors, the Company Secretary, Senior Managers and such other members of the executive management as it is designated to consider. The remuneration committee also has responsibility for determining (within the terms of the Group’s policy and in consultation with the Chairman of the Board and/or the Chief Executive) the total individual remuneration package for each executive director, the Company Secretary and other designated Senior Managers (including bonuses, incentive payments and share options or other share awards). No Director or senior management will be allowed to participate in any discussions as to their own remuneration. The remuneration of the Non-executive Directors will be a matter for the Chairman and the Executive Directors of the Board.

The Remuneration Committee meets at least twice a year and at such other times as required.

Remuneration committee terms of reference

Nomination Committee
The Nomination Committee is chaired by John Coleman and its other members are Ishbel Macpherson, Mark McClennon and Beth Butterwick.

The Nomination Committee has responsibility related to the composition and make-up of the Board and any committees of the Board. It is also responsible for regularly reviewing the Board’s structure and identifying potential candidates to be appointed as directors or committee members as the need may arise.

The Nomination Committee will meet not less than twice a year and otherwise as required.

Nomination committee terms of reference