The Company has established Audit and Risk, Nomination, and Remuneration Committees. Terms of Reference for the Committees are available on request from the Company.
The Audit and Risk Committee comprises of Peter Bingham (Chairman), John St John and Toby Hayward. It meets at least three times a year at appropriate times in the reporting and audit cycle of the company and more frequently if required and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. It liaises with the auditors and reviews the reports from the auditors relating to the accounts and internal control matters. If required, meetings are attended by appropriate members of senior management. The audit committee is also responsible for reviewing the requirement for an internal audit function.
The Nomination Committee comprises of Egbert Imomoh (Chairman), Ennio Sganzerla and Toby Hayward. The Committee meets at least once a year and more frequently if required and is responsible for reviewing and recommending to the Board suitable candidates for appointment as Directors of the Company. It regularly reviews the structure, size and composition (including the skills, knowledge and experience) required on the Board.
The Remuneration Committee comprises of John St John (Chairman), Ennio Sganzerla and Peter Bingham. The Committee is responsible for making recommendations to the Board on the Company's overall framework for remuneration and its cost. The Committee reviews the scale and structure of Executive Directors remuneration and the terms of their service or employment contracts, including share-based schemes, other employee incentive schemes adopted by the Company from time to time and pension contributions. The remuneration and terms and conditions of the Non-Executive Directors are set by the entire Board. Executive Directors of the Company are not permitted to participate in discussions or decisions of the Committee regarding their own remuneration.