The Board has established four committees and provides sufficient resources to enable them to undertake their duties. Membership of these committees is shown below.
| Non-executive Director |
Audit & Risk |
Nomination |
Remuneration |
Safety & Sustainability 1 |
|
|
|
|
|
|
| Karen de Segundo |
Member |
Member |
|
Member |
| Michael Hartnall |
Chairman |
Member |
Member |
|
| David Munro |
|
Member |
|
Member |
| Roger Phillimore |
Member |
Chairman |
|
|
| Jim Sutcliffe |
Member |
Member |
Chairman |
|
| Jonathan Leslie |
|
Member |
Member |
Chairman |
| Dr Len Konar |
Member |
Member |
|
|
|
| Executive Director |
|
|
|
|
| Ian Farmer |
|
|
|
Member |
|
|
|
|
|
|
| 1 |
A number of senior executives regularly attend these meetings. |
|
|
|
|
|
|
Remuneration Committee
The remuneration committee is a formal committee of the Board, and has powers delegated to it under the articles of association. Its remit is set out in terms of reference formally adopted by the Board, which were last reviewed in November 2005. A copy of the terms of reference is available below. The primary purposes of the remuneration committee are set out in its terms of reference and are:
- To make recommendations to the Board on the Company's framework of executive remuneration;
- To determine individual remuneration packages within that framework for the executive directors and certain senior employees;
- To oversee the administration of the Company's incentive schemes;
- To review directors' expenses;
- To oversee the Company's executive pension arrangements; all of which it carries out on behalf of the Board.
The committee is authorised to seek information from any director or employee of the Group and co-opt any resources (including external professional assistance) it sees fit in order to fulfil its duties. Minutes of all meetings of the committee are circulated to all directors, and supplemented by a verbal update from the committee chairman at the next Board meeting, identifying any material matters which arose from the committee's work. The committee presents a summary of its activities to shareholders and other interested parties by means of this report, and the committee chairman attends the annual general meeting to answer any questions on the committee's activities.
Click here to read the Remuneration Committee's Terms of Reference. (PDF)
Audit and Risk Committee
The audit and risk committee is a formal committee of the Board, and has powers delegated to it under the articles of association. Its terms of reference were reviewed by the Board in January 2007 and are compliant with the provisions of the Combined Code. A copy of the terms of reference is available below andsets out the primary purposes of the audit and risk committee, which are:
- To monitor the integrity of the Company's financial statements and announcements relating to its financial performance, reviewing significant financial reporting judgements.
- To keep under review the effectiveness of the Company's internal controls and risk management systems.
- To monitor the effectiveness of the internal audit function and review its material findings.
- To oversee the relationship with the external auditors, including agreeing their remuneration and terms of engagement, monitoring their independence, objectivity and effectiveness and ensuring that policy surrounding their engagement to provide on-audit services is appropriately applied.
The committee is authorised to investigate any matters within its terms of reference, access all Group documents and information, seek information from any director or employee of the Group and co-opt any resources (including external professional assistance) it sees fit in order to fulfil its duties. However, the committee has no executive function and its primary objective is to review and challenge, rather than assume responsibility for any matters within its remit. Minutes of all meetings of the committee (save those recording private discussions with either the internal or external auditors) are circulated to all directors, and supplemented by a verbal update from the committee chairman at the next Board meeting, identifying any matters in respect of which action or improvement is required, and making recommendations where appropriate. The committee presents a summary of its activities to shareholders and other interested parties by means of this report, and the committee chairman attends all general meetings of the Company's shareholders to answer any questions on the committee's activities.
Click here to read the Audit and Risk Committee's Terms of Reference. (PDF)
Nomination Committee
The nomination committee is a formal committee of the Board, and has powers delegated to it under the articles of association. Its remit is set out in terms of reference that were formally adopted by the Board in November 2006. These are available from the Company, and displayed below. The primary purpose of the committee is, in consultation with the chairman, to recommend any proposed changes to the composition of the Board, and to instigate and manage the recruitment process.
Safety and Sustainability Committee
The safety and sustainability committee is a formal committee of the Board, the terms of reference of which were approved by the Board in March 2008. The committee is chaired by a non executive director and membership comprises an additional three non executive directors and one executive director. The committee meets a minimum of four times during the year.
The committee’s primary objectives are:
- To assist the Board to meet its commitments under the Group’s Safety, Health, Environment and Community (SHEC) Policy;
- To have oversight of and provide advice to the Board on SHEC and corporate social responsibility matters generally, and particularly as pertaining to the risk and management of these issues within the Group;
- To have oversight of and provide advice to the Board on the Group’s compliance with applicable legal and regulatory requirements associated with SHEC;
- To assess the effectiveness of management’s attitudes and approach towards, and activities in, managing SHEC related risk;
- To assess the effectiveness of the Group’s policies, standards and systems for identifying and managing the SHEC related risk;
- To review significant SHEC incidents having regard to the causative factors, consequences and actions, including the impact on employees and third parties and on the Group’s reputation;
- To review the Group’s performance indicators in relation to SHEC matters;
- To report to the Board on developments, trends and/or forthcoming significant legislation on SHEC matters which may be relevant to the Group’s operations, its assets or employees; and
- To review the Group’s external reporting and regulatory disclosures in relation to SHEC matters.
The committee is authorised to investigate any matters within its terms of reference, access all Group documents and information, seek information from any director or employee of the Group and co-opt any resources (including external professional assistance) it sees fit in order to fulfill its duties. Minutes of all meetings of the committee are circulated to all directors, and supplemented by a verbal update from the committee chairman at the next Board meeting, identifying any matters in respect of which action or improvement is required, and making recommendations where appropriate.
Click here to read the Safety and Sustainability Committee's Terms of Reference. (PDF)