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.
- 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, auditing and tax issues.
- Reviews effectiveness of the Group's risk management and internal control systems.
- 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 operation of the Company’s Whistleblowing and anti-bribery/corruption policies and investigates any reports of fraud within the Group.
- Reviews effectiveness of the Internal Audit function and 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.
Read the full Audit Committee Report 2017.
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.
- 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 ensures 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.
Read the full Nomination Committee Report 2017.
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.
- 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 revised new Directors' Remuneration Policy, subject to shareholder approval at the AGM on 17 January 2018, will continue for a period of three years until 16 January 2021, unless replaced or amended by a new Policy. The principal proposed changes to the Policy are set out below. Also, a full copy of the revised new Directors' Remuneration Policy is available for download below.
Principal proposed changes:
- Annual performance bonus deferral – to ensure shareholder alignment, a requirement has been introduced to defer 50% of any bonus awarded (net of tax) into shares until minimum shareholding guideline levels have been achieved.
- Long term incentive awards - to reflect developments in best practice and the Board’s continued focus on long term shareholder alignment, a post-vesting holding period of two years will now apply to new awards granted after the adoption of the new Policy.
- Shareholder guidelines - an increase has been made to the current guidelines so that all Executive Directors will be required to hold 200% of base salary in shares (currently 200% for the CEO and 100% for other Executive Directors).
- Clarification of the treatment of long term incentive awards in a good leaver situation - the policy around vesting timeframes has been clarified to ensure alignment with best practice for new awards granted after the adoption of the new Policy.