Board Committees

The board is accountable to the company’s shareholders for good corporate governance. Its policy is to manage the affairs of the company in accordance with the principles of the UK Corporate Governance Code (formerly know as the Combined Code) referred to in the listing Rules of the UK Listing Authority. A copy of this Code is publicly available from Frc.org.uk .

For further information on our approach to corporate governance, please see the corporate governance section of our Annual Report.

Nominations Committee

The nominations committee and the board seek to maintain an appropriate balance between the executive and non-executive directors. The nominations committee is chaired by Bill Whiteley and consists of all the non-executive directors and the chief executive. It meets periodically as required, but at least once a year.

The committee reviews the structure, size, diversity and composition of the board and makes recommendations concerning the re-appointment of any non-executive director at the conclusion of their specified term of office and in the identification and nomination of new directors. The committee retains external search and selection consultants as appropriate. The committee also advises the board on succession planning for executive board appointments although the board itself is responsible for succession generally.

The committee evaluates the balance of skills, knowledge and experience on the board and is responsible for board appointments. Following an evaluation, it prepares, in conjunction with the board, a detailed job description of the role with a candidate profile and the capabilities required for a particular appointment. In drafting this, consideration would be given to the existing experience, knowledge and background of board members as well as the strategic and business objectives of the group. It determines the scope of the role of a new director, the skills and time commitment required and is actively involved in the recruitment process. Short listed candidates would then be invited to interview with members of the committee and, if recommended by the committee, would be invited to meet the entire board before any decision is taken relating to the appointment.

The terms of reference of the committee can be downloaded here.

RELATED DOCUMENTS

Terms of reference of the Nominations Committee

Audit Committee

The audit committee consists of all the non-executive directors and is chaired by Ron McMillan. The board is satisfied that Ron McMillan has recent and relevant financial experience. Mr McMillan‘s professional qualifications and experience are set out in his biography which can be found on this site, under The Board.

The executive directors and the external auditor may attend at the invitation of the committee. However, the committee has the right to request invitees to withdraw from the meeting to enable discussions to take place in their absence.

The committee has primary responsibility for making recommendations to the board on the appointment, reappointment and removal of the external auditor which the board puts to shareholders for approval in general meetings. It keeps under review the scope and results of the audit, and its cost effectiveness and the independence and objectivity of the auditor. The committee keeps the nature and extent of non-audit services under review by regularly reviewing the ratio of audit to non-audit fees. The committee is aware of the need to safeguard auditor objectivity and independence and this issue is discussed by the committee and periodically with the audit partner at PricewaterhouseCoopers LLP.

The committee reviews annual and interim financial statements before submission to the board and reviews the scope and effectiveness of the group’s internal control functions. The committee will periodically review the scope, remit and effectiveness of the internal audit function.

The committee reviews the policy by which employees of the company may, in confidence, raise matters of concern, including possible improprieties in financial reporting or other matters.

The committee monitors the integrity of the group’s financial statements and announcements relating to financial performance and reviews the significant financial reporting judgements contained in them.

The main role and responsibilities of the audit committee are set out in written terms of reference which can be downloaded here.

RELATED DOCUMENTS

Terms of reference of the Audit Committee

Adoption of FRS101

Remuneration Committee

The remuneration committee is chaired by Charles Irving-Swift and consists of all the non-executive directors. Members of the committee have no personal financial interest in the company other than as shareholders and the fees paid to them as non-executive directors. They are not involved in the day-to-day running of the company.

Ian Fraser, by invitation and for matters not relating to him, may attend meetings and is consulted by the committee on proposals relating to the remuneration of the executive directors and appropriate senior executives. He does not participate in deliberations and decisions where they have a direct personal interest.

The main role and responsibilities of the remuneration committee are set out in written terms of reference which can be downloaded here.

RELATED DOCUMENTS

Terms of reference of the Remuneration Committee

Nominations Committee

The nominations committee and the board seek to maintain an appropriate balance between the executive and non-executive directors. The nominations committee is chaired by Bill Whiteley and consists of all the non-executive directors and the chief executive. It meets periodically as required, but at least once a year.

The committee reviews the structure, size, diversity and composition of the board and makes recommendations concerning the re-appointment of any non-executive director at the conclusion of their specified term of office and in the identification and nomination of new directors. The committee retains external search and selection consultants as appropriate. The committee also advises the board on succession planning for executive board appointments although the board itself is responsible for succession generally.

The committee evaluates the balance of skills, knowledge and experience on the board and is responsible for board appointments. Following an evaluation, it prepares, in conjunction with the board, a detailed job description of the role with a candidate profile and the capabilities required for a particular appointment. In drafting this, consideration would be given to the existing experience, knowledge and background of board members as well as the strategic and business objectives of the group. It determines the scope of the role of a new director, the skills and time commitment required and is actively involved in the recruitment process. Short listed candidates would then be invited to interview with members of the committee and, if recommended by the committee, would be invited to meet the entire board before any decision is taken relating to the appointment.

The terms of reference of the committee can be downloaded here.

RELATED DOCUMENTS

Terms of reference of the Nominations Committee

Audit Committee

The audit committee consists of all the non-executive directors and is chaired by Ron McMillan. The board is satisfied that Ron McMillan has recent and relevant financial experience. Mr McMillan‘s professional qualifications and experience are set out in his biography which can be found on this site, under The Board.

The executive directors and the external auditor may attend at the invitation of the committee. However, the committee has the right to request invitees to withdraw from the meeting to enable discussions to take place in their absence.

The committee has primary responsibility for making recommendations to the board on the appointment, reappointment and removal of the external auditor which the board puts to shareholders for approval in general meetings. It keeps under review the scope and results of the audit, and its cost effectiveness and the independence and objectivity of the auditor. The committee keeps the nature and extent of non-audit services under review by regularly reviewing the ratio of audit to non-audit fees. The committee is aware of the need to safeguard auditor objectivity and independence and this issue is discussed by the committee and periodically with the audit partner at PricewaterhouseCoopers LLP.

The committee reviews annual and interim financial statements before submission to the board and reviews the scope and effectiveness of the group’s internal control functions. The committee will periodically review the scope, remit and effectiveness of the internal audit function.

The committee reviews the policy by which employees of the company may, in confidence, raise matters of concern, including possible improprieties in financial reporting or other matters.

The committee monitors the integrity of the group’s financial statements and announcements relating to financial performance and reviews the significant financial reporting judgements contained in them.

The main role and responsibilities of the audit committee are set out in written terms of reference which can be downloaded here.

RELATED DOCUMENTS

Terms of reference of the Audit Committee

Adoption of FRS101

Remuneration Committee

The remuneration committee is chaired by Charles Irving-Swift and consists of all the non-executive directors. Members of the committee have no personal financial interest in the company other than as shareholders and the fees paid to them as non-executive directors. They are not involved in the day-to-day running of the company.

Ian Fraser, by invitation and for matters not relating to him, may attend meetings and is consulted by the committee on proposals relating to the remuneration of the executive directors and appropriate senior executives. He does not participate in deliberations and decisions where they have a direct personal interest.

The main role and responsibilities of the remuneration committee are set out in written terms of reference which can be downloaded here.

RELATED DOCUMENTS

Terms of reference of the Remuneration Committee