Corporate Governance
The Group maintains a commitment to high standards of corporate governance and the Board of Directors is accountable to shareholders for good governance. For biographies of the Directors, please click here.
The Board meets at least six times each year and has a schedule of matters reserved to it for decision. The requirement for Board approval on these matters is communicated widely throughout the senior management of the Group. This includes matters such as determining the strategy of the Group, approval of financial reporting and controls, oversight of the Group's internal controls, material capital commitments, commencing or settling major litigation, business acquisitions and disposals, Board membership and appointments, approval of remuneration of Directors and certain senior management, corporate governance matters, approval of Group policies and risk management strategies, amendments to the structure and financing arrangements of the Group and appointments to subsidiary company boards.
The Board has delegated authority to the Committees of the Board on specific matters as follows:
Nomination
Committee
The members of the Nomination Committee are
Raymond Mould (Chairman), Andrew Parker Bowles and Martin McGann.
The Committee meets as required, but not less than once a year. Its
responsibilities include reviewing the Board structure, size and
composition, nominating candidates to the Board to fill Board
vacancies when they arise and recommending Directors who are
retiring by rotation to be put forward for re-election. The
Committee also ensures that all Board appointees undergo training,
as appropriate.
Audit Committee
The Audit Committee operates under written Terms of
Reference to assist the Board in the discharge of its duties with
regard to the Group's accounts, the review of internal controls
and risk management systems and the external audit.
The Audit Committee is scheduled to meet at least three times a year. It is comprised of Martin McGann (Chairman) and Andrew Parker Bowles. Senior representatives of the Group's external auditors and appropriate members of senior management are normally invited to attend the meetings. The Chairman of the Committee also meets with the external auditors without management present.
The Committee's responsibilities
include:
• Monitoring the integrity of the financial statements of the
Company and the formal announcements relating to the Company's
financial performance, and reviewing the significant financial
reporting judgements contained therein;
• Reviewing the Company's internal financial controls and
the Company's internal control and risk management systems;
• Considering the appointment, reappointment and removal of
external auditors and approving their remuneration and terms of
their engagement;
• Agreeing the scope of the statutory audit with the external
auditors prior to the commencement of their work and considering
their findings prior to the approval of the financial statements;
• Monitoring and approving the nature of the work and the
level of fees paid for non-audit services as a proportion of the
total audit fees paid.
The Audit Committee keeps the scope and cost effectiveness of both
internal controls and the external audit under review. The
independence and objectivity of the external auditors are also
considered on a regular basis, with particular regard to the level
of non-audit fees.
Remuneration Committee
The Remuneration Committee consists of Andrew
Parker Bowles (Chairman), Raymond Mould and Martin McGann. The
Committee determines the remuneration of the Executive Directors
and of certain other senior executives within the Company. The
Committee also determines the Chairman's fee. The Chief
Executive may, at the Committee's invitation, attend meetings
except where his own remuneration is discussed.
The Company's remuneration policy is to pay individual Directors a salary or fee at market levels for comparable jobs, recognising the size of the Company and the business sector in which it operates.
