Audit COMMITTEE

The Committee is chaired by Anne Thorburn and comprises three independent non-Executive Directors. The Chair of the Committee is a qualified accountant, who has recent and relevant financial experience.

The Audit Committee is responsible for ensuring that the Company maintains a strong control environment. It provides effective governance over the Group’s financial reporting, including oversight and review of the systems of internal control and risk management, the performance of internal and external audit functions, as well as the behaviour expected of Diploma PLC’s employees through the whistleblowing policy and similar codes of conduct. The Committee’s role and responsibilities are set out in its Terms of Reference, which are reviewed every two years and are approved by the Board.

 

Download the Audit Committee Terms of Reference

Read the full Audit Committee Report 2019

Nomination COMMITTEE

The Nomination Committee is chaired by John Nicholas, Chairman of the Company and comprises the non-Executive Directors.

 

The Committee is chaired by the Senior Independent Director on any matters concerning the Chairman of the Company. The Group Company Secretary acts as Secretary to the Committee.

The Committee reviews the composition of the Board and principal Committees, considering skills, knowledge, experience and diversity requirements before making appropriate recommendations to the Board as to any changes. It also manages succession planning for Directors and other Senior Executives and is responsible for reviewing the Group’s senior leadership needs. The Committee’s role and responsibilities are set out in its Terms of Reference, which are reviewed every two years and approved by the Board.

Download the Nomination Committee Terms of Reference

Read the full Nomination Committee Report 2019

Remuneration COMMITTEE

The Remuneration Committee is chaired by Andy Smith and comprises independent non-Executive Directors.

 

John Nicholas re-joined the Committee on 25 February 2019 on stepping down as interim Executive Chairman, following the appointment of Johnny Thomson as Group CEO. The Chief Executive Officer/Executive Chairman (whilst in place) and the Group HR Director attend meetings at the invitation of the Committee to provide advice to help it make informed decisions. The Group Company Secretary attends meetings as Secretary to the Committee.

The Remuneration Committee agrees, on behalf of the Board, all aspects of the remuneration of the Executive Directors and the Executive Committee, and agrees the strategy, direction and policy for the remuneration of the senior executives who have a significant influence over the Group’s ability to meet its strategic objectives.

Download the Remuneration Committee Terms of Reference

Read the full Remuneration Committee Report 2019

Download the current Directors' Remuneration Policy

Download the proposed Directors' Remuneration Policy (subject to Shareholder approval at the AGM on 15 January 2020)