In accordance with best practice, the Group has established Audit, Remuneration and Nomination Committees with written terms of reference for each which deal with their authorities and duties.
Graham Cook – Chair of Audit Committee
The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems, risk management and procedures and accounting policies.
The Committee also reviews the work of external auditors and monitors non-audit fees. The Committee meets at least twice per year. The Committee is chaired by Mr Grahame Cook with Mrs Susan Searle and Dr Vishal Gulati as additional members.
Executive Directors may attend meetings at the Committee’s invitation, together with the Group’s external auditors.
Susan Searle – Chair of Remuneration Committee
The Remuneration Committee has responsibility for recommending, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for Executive Directors, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the Long-Term Incentive Plan.
The Board as a whole is responsible for approving recommendations made by the Remuneration Committee. The remuneration of Non-executive Directors is a matter for the Board, based on recommendations made by the Remuneration Committee. No Director may be involved in any discussions relating to their own remuneration.
The Remuneration Committee is chaired by Mrs Susan Searle and its other members are Dr Susan Galbraith, Dr Ian Gilham and Dr Vishal Gulati. The Committee meets not less than twice per year. Executive Directors may attend meetings at the Committee’s invitation, and the Committee obtains advice from third parties where appropriate.
Ian Gilham – Chair of Nomination Committee
The Nomination Committee is responsible for reviewing the size, structure and composition of the Board, evaluating the skills, knowledge, experience and diversity on the Board, leading the process for Board appointments, making recommendations to the Board in relation to new appointments and reviewing succession planning.
The Board as a whole is responsible for approving recommendations made by the Nomination Committee. The Nomination Committee is chaired by Dr Ian Gilham and its other members are Grahame Cook and Susan Searle. The Committee was formed in 2018 and met once during 2018; in subsequent years it will meet not less than twice a year. Other Directors may attend meetings at the Committee’s invitation and the Committee obtains advice from third parties where appropriate.