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Terms of Reference

Audit Committee

The Audit Committee comprises Gill Whitehead as Chair of the Committee, Joanne Wilson and David Flaschen.

It is responsible for corporate reporting, risk management and internal control procedures, and for maintaining the relationship with the Company’s external auditor.

For more information on its latest activities, see pages 124 - 131 of the 2021 Annual Report

Audit committee terms of reference (pdf) [150kb]

Nomination Committee

The Nomination Committee comprises all of the Non-Executive Directors of the Company, namely John Rishton (Chair of the Committee), Mary McDowell, Helen Owers, David Flaschen, Louise Smalley, Gill Whitehead, Joanne Wilson and Zheng Yin.

It is responsible for ensuring there is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board and its Committees.

For more information on its operations and actions, see pages 120 - 123 of the 2021 Annual Report

Nomination committee terms of reference (pdf) [103kb]

Remuneration Committee

The Remuneration Committee comprises Louise Smalley as Chair of the Committee, Helen Owers and Zheng Yin.

The Remuneration Committee reviews, recommends to the Board and is responsible for the overall Executive remuneration policy, determining the Chairman and Non-Executive fees, approving the Remuneration Report and the design and implementation of all Share Incentive Plans and pension arrangements for the Executive Directors.

For more information see pages 132 - 155 of the 2021 Annual Report.

Remuneration committee terms of reference (pdf) [115kb]

2021-2023 Directors’ Remuneration Policy (pdf) [378kb]

New and Next Directors' Remuneration Policy (pdf) [386kb]