Audit Committee

Members: Shirine Khoury-Haq (Committee Chairman), Simon Litherland, Joanna Place and Andrew Wyllie.

The Audit Committee’s key priorities are:

  • Effective governance of the Group’s financial reporting;

  • Performance and independence of the external auditor;

  • Performance of the Group Internal Audit Department; and

  • The Group’s system of internal control and related compliance issues.

Remuneration Committee

Members: Annemarie Durbin (Committee Chairman), Nigel Mills and Joanna Place.

The Remuneration Committee’s key duties are to:

  • Determine remuneration policy for the Executive Directors, Chairman, Company Secretary and other senior executives;

  • Take into account all relevant factors including the provisions of the UK Corporate Governance Code in setting the policy and review and have regard to the remuneration trends across the Group; and

  • Regularly review the ongoing appropriateness and relevance of the remuneration policy.

Nomination Committee

Members: Roger Devlin (Committee Chairman), Nigel Mills, Joanna Place, Simon Litherland, Annemarie Durbin, Andrew Wyllie and Shirine Khoury-Haq.

The Nomination Committee’s key duties are:

  • To review the structure and size of the board and if appropriate make recommendations for change;

  • Succession planning for the Board and other senior Directors;

  • Reviewing the leadership needs of the Company; and

  • Nominating candidates to fill any Board vacancies.

Risk Committee

Members: Dean Finch (Committee Chairman), Mike Killoran and Shirine Khoury-Haq.

The Risk Committee’s key priorities are:

  • Advise the Audit Committee on the Group’s overall risk appetite, tolerance and strategy;

  • Advise the Audit Committee on the Group’s principal and emerging risks;

  • Review the adequacy and effectiveness of the Group’s internal controls and risk management systems;

  • Monitor the effectiveness of the Group’s Internal Audit function; and

  • Review the Group’s arrangements for its employees and contractors to raise concerns.