Director responsibility and committees

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters. The Group is currently led and controlled by a Board consisting of two Executive Directors and four Non-executive Directors. The Board considers that the Non-executive Directors are independent and that each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board.

Audit and Risk Committee

The Company’s Audit Committee members comprise of Duncan Neale (Chair), Monika Biddulph and Gerry Agnew. The Committee meets formally twice a year, on dates linked to the Company’s financial calendar, and at any other time when it has been appropriate to discuss audit, accounting or control issues. The Committee’s principal responsibilities are:

To monitor the integrity of the financial statements of the Company
To monitor the preparation of the management accounts
To review the annual and interim financial statements to ensure that they present a balanced assessment of the Company’s position
To review accounting policies and confer with the external Auditor for guidance
To review with the executive management and the Company’s external Auditor the effectiveness of internal controls
To review with the Company’s external Auditor the scope and results of their audit
To oversee the relationship with the external Auditor
To review risk and the related system of internal controls in order to manage and mitigate risk to the extent practicable

The external Auditor attends meetings of the Committee except when their appointment or performance is being reviewed. Executive Directors attend as and when appropriate.

Remuneration Committee

The Company’s Remuneration Committee members comprise of Gerry Agnew (Chair), Monika Biddulph and Duncan Neale.

The Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements. In determining remuneration, the Committee seeks to enable the Company to attract and retain Executives of the highest calibre. In doing so, the Committee takes advice as appropriate from external advisers on executive remuneration. The Committee also makes recommendations to the Board concerning employee incentive schemes. No Directors participate in discussions or decisions concerning their own remuneration. This Committee is also responsible for nominating candidates, for the approval of the Board, to fill either Executive or Non-Executive vacancies or additional appointments to the Board.

Nomination Committee

The Company’s Nomination Committee members comprise of Gary Bullard (Chair), Monika Biddulph, Gerry Agnew and Duncan Neale.

The Nomination Committee ensures that the Board possesses an appropriate balance of skills, knowledge, experience, diversity and independence amongst the Directors. To assist in identifying and nominating candidates for the Board, the Committee oversees succession planning for the Executive and Non-Executive Directors and Senior Management. The Nomination Committee also has responsibility for the oversight of talent development throughout the Company.