Corporate Governance

The Audit and Risk Committee's role is to assist the Board with the discharge of its responsibilities in relation to external audits and internal controls and risk management, including: reviewing the Group's annual financial statements and risk appetite, considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal control systems (including risk management processes). The Audit and Risk Committee will normally meet not less than three times a year. 

Members: 

Geoffrey Gavey 

John Le Poidevin

Key Documents:

Audit Risk Committee Terms Of Reference

The Remuneration Committee recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Directors and recommends and monitors the remuneration of members of Senior Management. The Remuneration Committee will also prepare an annual remuneration report to be approved by the members of the Company at the Annual General Meeting. The chair of the Remuneration Committee will be available at Annual General Meetings of the Company to respond to questions from Shareholders on the Remuneration Committee’s activities. The remuneration committee will normally meet not less than twice a year.

Key Documents:

Remuneration Committee Terms Of Reference

The Board has established a Nomination Committee to make recommendations to the Boards as regards its succession planning, composition and all other matters as set out in the Terms of Reference. New appointments to the Board shall be on the recommendation of the Nomination Committee as shall any extension to a Director’s period of tenure. The Committee shall meet at least once a year. 

Members: 

Michael Liston (Chair) 

Alison Hutchinson CBE

Gary Fraser

John Le Poidevin

Key Documents:

Terms of Reference

The Board has established a Market Disclosure Committee in order to ensure timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of the Company's securities on the London Stock Exchange, including the Listing Rules, the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation. The Market Disclosure Committee will meet at such times as shall be necessary or appropriate, as determined by the chair of the Market Disclosure Committee or, in his absence, by any other member of the Market Disclosure Committee.

Members: 

Bernard Fairman (Chair)

Alison Hutchinson CBE

Gary Fraser