The Audit Committee comprises Anne Thorburn (Chair), Charles Packshaw and Andy Smith. Anne Thorburn is a qualified accountant, who has recent and relevant financial experience.

The meetings of the Committee are normally attended by the Executive Directors and the external auditor. In addition, the Chairman of the Committee meets privately with the external auditor at least twice each year. The Company Secretary is the Secretary to the Committee.

Key Duties

  • Monitors the integrity of the financial statements of the Group and assists the Board in fulfilling its responsibilities relating to external financial reporting and similar announcements, including Half Year and Annual financial statements and quarterly trading updates.
  • Reviews key accounting and auditing issues.
  • Reviews the Group’s internal control systems and risk management procedures.
  • Recommends appointment and/or reappointment of the external auditor and approves their terms of engagement.
  • Reviews and monitors independence of the external auditor and the effectiveness of the audit process.
  • Monitors policy on external auditor supplying non-audit services.
  • Monitors fraud reports and operation of the Company’s Whistleblowing and anti-bribery and Corruption policies.
  • Reviews effectiveness of the Internal Audit function and makes recommendations to the Board.
  • Approves the Internal Audit work programme and reviews the results of the work undertaken.
  • Reviews the basis on which the Company and its principal subsidiaries continue to prepare their financial statements on a going concern basis.
  • Reports to the Board on how it has discharged its responsibilities.

Download Audit Committee Terms of Reference (PDF, 62 KB).

Read the full Audit Committee Report 2016.

Nomination COMMITTEE

The Nomination Committee comprises John Nicholas (Chair), Charles Packshaw, Andy Smith and Anne Thorburn. 

The Committee would be chaired by the Senior Independent Director on any matter concerning the chairmanship of the Company. The Company Secretary is the Secretary to the Committee.

Key Duties

  • Reviews the size, composition and structure of the Board and the Board Committees.
  • Ensures the right balance of skills, knowledge, experience and diversity on the Board.
  • Identifies, evaluates and nominate candidates to fill Board and Committee vacancies.
  • Reviews succession planning for the Board and senior executives, taking account of experience, knowledge, skills and diversity.
  • Reviews the Group policy on conflicts of interest and register and ensure there are no material conflicts of interest.
  • Reviews, as part of the annual evaluation exercise, the time commitment of non-Executive Directors to the role and externally.

Download Nomination Committee Terms of Reference (PDF, 27 KB)

Read the full Nomination Committee Report 2016.

Remuneration COMMITTEE

The Remuneration Committee comprises Andy Smith (Chair), John Nicholas, Charles Packshaw and Anne Thorburn.

Bruce Thompson, Chief Executive, attends meetings at the invitation of the Committee to provide advice to the Committee to help it make informed decisions. The Group Company Secretary attends meetings as Secretary to the Committee.

Key Duties

  • Sets, reviews and recommends to the Board for approval the Group’s overall Remuneration Policy and strategy.
  • Sets, reviews and approves individual remuneration arrangements for the Executive Directors, including terms and conditions of employment and any policy changes.
  • Reviews and monitors remuneration arrangements for the senior managers of the operating businesses, including terms and conditions of employment and any Policy changes.
  • Approves the rules and design of any Group share-based incentive plans, and the granting of awards under any such plans.
  • Sets, reviews and approves the fees of the Chairman.

Directors' Remuneration Policy

The Directors' Remuneration Policy was approved by shareholders at the AGM on 21 January 2015. The Policy will continue for a period of three years until 21 January 2018. There have been no changes made to this Policy since it was approved by shareholders earlier this year, with the exception that the Committee has now approved the introduction of clawback provisions to new LTIP awards and the annual bonus plan granted to Executive Directors after 1 October 2015. This recommendation was included in the revised 2014 UK Corporate Governance Code. A copy of the Directors' Remuneration Policy is available for download below.