The UK Corporate Governance Code states that the terms of reference of the Audit, Remuneration and Nomination Committees of the Board of the Company should be made available to the public on request and placed on the Company's website.
The terms of reference of these three Committees can be found in this section.
Jonathan Silver (Committee Chairman)
In accordance with its terms of reference, the Audit Committee’s key duties include:
monitoring the integrity of the Group’s financial statements;
reviewing and challenging where necessary the consistency of and any changes to accounting and treasury policies;
reviewing the content of the Annual Report and Accounts;
assisting in relation to the Board’s assessment of the principal and emerging risks facing the Company;
reviewing the effectiveness of the Group’s internal financial controls;
reviewing the internal audit plans;
overseeing the Group’s policies, procedures and controls for preventing bribery and identifying money laundering, and the Group’s arrangements for whistleblowing; and
overseeing the relationship with the Group’s external auditor.
Gary Bullard (Committee Chairman)
In accordance with its terms of reference, the Remuneration Committee’s key duties include:
reviewing the fees for the Chair of the Board;
reviewing the base salary of the Executive Directors;
reviewing metrics and setting targets for annual cash incentives;
reviewing metrics and targets for long-term incentives; and
monitoring the changing landscape of investor expectations with regard to remuneration.
Sir Bill Thomas (Committee Chairman)
In accordance with its terms of reference, the Nomination Committee’s key duties include:
leading the search process and making recommendations to the Board for the appointment of new Directors;
regularly reviewing the Board structure, size and composition (including the skills, knowledge, independence, experience and diversity), recommending any necessary changes and considering plans for orderly succession; and
making recommendations to the Board about suitable candidates for the role of Senior Independent Director, and membership of the Audit and Remuneration Committees.
Angus Iveson (Company Secretary & General Counsel)
In accordance with its terms of reference, the Disclosure Committee’s key duties include:
ensuring adequate procedures, systems and controls are maintained and operated to enable the Company to fully comply with its obligations regarding the timely and accurate identification and disclosure of all information to meet the legal and regulatory obligations and requirements arising under the Companies Act 2006, Financial Conduct Authority’s (‘FCA’) Listing Rules and continuing obligations (“LR”), Disclosure Guidance and Transparency Rules (“DGTR”) and the EU Market Abuse Regulations (Regulation 596/2014) (“MAR”)
Implementing and monitoring compliance with the Company’s procedures, including where appropriate arranging for the dissemination of guidelines and training.
Monitoring and acting upon communications received from any regulatory body in relation to the conduct of the Group and reviewing any proposed responses.