Terms of Reference
Audit Committee:
The membership of the Audit Committee comprises Dr Brendan O’Neill, as Chairman of the Committee, John Davis, and Stephen Carter.
The Audit Committee monitors the integrity of the Group’s financial statements and any formal announcements relating to the Group’s performance. The Committee is responsible for monitoring the effectiveness of the external audit process and making recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors. It is responsible for ensuring that an appropriate relationship between the Group and the external auditors is maintained, including reviewing non-audit services and fees. The Committee also, in accordance with Turnbull Guidance, reviews annually, and has done so during the year and up to the date of this report, the Group’s system of internal controls and the process for identifying, evaluating and managing the significant risks faced by the Group. It reviews the effectiveness of the Group Internal Audit function (which includes business risk management) and is responsible for approving, upon the recommendation of the Chief Executive, the appointment and termination of the head of that function. These responsibilities are principally carried out through the Risk Committee whose activities are overseen by the Chairman of the Audit Committee on behalf of the Board.
Further information regarding the Audit Committee can be found on pages 48-49 of the Annual Report 2011.
Audit committee terms of reference
Nomination Committee:
The Nomination Committee is chaired by the Chairman, Derek Mapp, and also comprises Dr Pamela Kirby and John Davis. The Nomination Committee considers the mix of skills and experience that the Board requires and seeks the appointment of Directors who meet those requirements to ensure that the Board is effective in discharging its responsibilities. Further information regarding the Nomination Committee can be found on page 50 of the Annual Report 2011.
Nomination committee terms of reference
Remuneration Committee:
The membership of the Remuneration Committee comprises Dr Pamela Kirby, as Chairman of the Committee, John Davis and Dr Brendan O’Neill.
The Committee’s principal responsibilities are to:
- set, review and recommend to the Board for approval the remuneration policy and strategy with respect to the Executive Directors;
- set, review and approve the individual remuneration packages of the Executive Directors including terms and conditions of employment and any changes to the packages; and
- approve the introduction and rules of any Group share-based incentive schemes.
Further information regarding the Remuneration Committee can be found on page 50 of the Annual Report 2011.
Remuneration committee terms of reference
Statement Regarding Remuneration Consultants