Committees
The following committees deal with the specific aspects of the group’s affairs and the terms of reference for each are available from this website:
Nomination committee
The members of the nomination committee are Brian Kingham (Chairman), Nigel Stapleton, David Walter and Roger Wood. The committee is responsible for proposing candidates for appointment to the board, having regard to the balance and structure of the board. Search consultants are generally used to assist in the process. Although the committee has formal terms of reference, it does not meet formally because of the infrequency with which it needs to conduct its business. Job specifications for new director nominations are discussed and agreed in advance, having regard to the skills, knowledge and experience of the existing directors. Prospective candidates would normally be interviewed in some depth by each member of the committee and psychometric testing would invariably be required before any final recommendations are made.
Remuneration committee
The members of the remuneration committee are Nigel Stapleton (Chairman), David Walter and Roger Wood. The committee is responsible for making recommendations to the board on the company’s framework of executive remuneration and its cost. It also reviews the structure, size and composition of the board and considers succession planning for directors and other senior executives. The committee determines the remuneration and other benefits for each of the executive directors including performance-related bonus schemes and compensation payments. The board itself determines the remuneration of the non-executive directors. Further details of the company’s policies on remuneration, service contracts and compensation payments are given in the report on directors’ remuneration in the Report & Accounts.
Audit committee
The members of the audit committee are David Walter (Chairman), Nigel Stapleton and Roger Wood. The committee provides a forum for reporting by the group’s external auditors.
The audit committee is responsible for reviewing a wide range of matters including the half year and annual accounts before their submission to the board and monitoring the controls to ensure the integrity of the information reported. The audit committee advises the board on the appointment of external auditors and their remuneration, both for audit and non-audit work, and discusses the nature, scope and results of the audit with the external auditors. The audit committee keeps under review the cost effectiveness and the independence and objectivity of the external auditors.
Performance Evaluation
Each year the board and its audit and remuneration committees carry out a formal evaluation of their performance. This is done by each member considering a performance questionnaire which includes a review of all decisions taken over the previous twelve months. The results are then considered and discussed at a formal meeting.
The chairman regularly discusses matters with the non-executive directors without the other executives present. The senior non-executive director, after consultation with the other non-executive directors, also formally appraises the chairman on an annual basis.