Corporate Governance
Standing Committees
The Board has standing Audit, Remuneration and Nomination
committees. Each committee reports to, and has its terms of
reference approved by, the Board and the minutes of the committee
meetings are circulated to, and reviewed by, the Board.
The Audit Committee currently comprises three Non-executive
Directors. It normally meets at least three times a year under the
chairmanship of Mr. R V McGlone. Although they are not members, the
Chairman, Group Chief Executive, Finance Director, Head of Internal
Audit and the external auditors normally attend these meetings. The
internal and external auditors have direct access to the Audit
Committee Chairman at all times. The nature and scope of the audits
are discussed with the external and internal auditors in advance
and matters arising from their work and the accounts are reviewed.
The Committee also aims to ensure that the internal audit function
is adequately resourced and has appropriate standing within the
Group, reflecting the determination of the Board to ensure that
internal financial control procedures are of a high standard.
Written and verbal reports from the Head of Internal Audit are
received by the Committee on a regular basis.
The Remuneration Committee is currently comprised of three
Non-executive Directors. It meets at least twice a year and is
under the chairmanship of Mr N H Northridge. Its primary function
is to determine the Company’s policy on Board remuneration
and to approve the specific terms and conditions of employment of
the Executive Directors and senior managers, including the basis on
which performance related awards are calculated. The Committee also
determines the terms on which any employee share or share option
schemes are to be offered and the basis of invitations to
participate. The fees payable to the Chairman and Non-executive
Directors are established by the full Board. However, with effect
from 1 January 2004 the Remuneration Committee will also make
recommendations to the Board in respect of the fees to be paid to
the Chairman.
The Nomination Committee is chaired by the Chairman of the Board
and includes the Non-executive Directors and the Group Chief
Executive. Its responsibilities are to assist the Board with
succession planning and with the selection process for the
appointment of new Directors, including the Chairman.
Download the Terms of Reference of the standing
committees of the Board.
Audit committee terms of reference (PDF, 63Kb)
Nomination committee terms of reference (PDF, 57Kb)
Remuneration committee terms of reference (PDF, 63Kb)
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