Board Committees

The Board has established an effective Committee structure to assist in the discharge of its responsibilities.  The terms of reference of these Committees comply with the provision of the Combined Code.

Audit Committee
Ian McHoul chairs the Audit Committee. Its other members are David Felwick and David Beever. Only independent non-executive directors who have no links with external auditors may serve on the Committee.

Two members of the Committee, Ian McHoul, as Group Finance Director of Scottish & Newcastle plc, and David Beever, as a member of the KPMG Advisory Board have been identified by the Board as having recent and relevant financial experience.

The Audit Committee is scheduled to meet at least four times a year and meets with the internal and external auditors at least twice a year without the executive directors present.

The Audit Committee is responsible for making recommendations to the Board on the appointment of the external auditors and their remuneration, for reviewing the accounting principles, policies and practices adopted in the preparation of the interim and annual accounts and reviewing the scope and findings of the audit. The Committee assists the Board in achieving its obligations under the Combined Code in areas of risk management and internal control, focusing particularly on compliance with legal requirements, accounting standards and the Listing Rules, and ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.

The Committee will keep under review the external auditors’ independence including any non-audit services that are to be provided by the external auditors. The auditors are also requested to confirm their independence at least annually. A formal policy has been developed and implemented, which ensures that the nature of the advice to be provided could not impair the objectivity of the external auditors’ opinion on the Group’s financial statements.

The policy incorporates a fee limit, above which a formal tender process must be undertaken and approval of the Committee obtained prior to any proposed appointment. Additionally, the use of delegated authorities to appoint the external auditors is routinely reported to the Committee.  The Committee has approved a formal whistle-blowing policy whereby staff may, in confidence, disclose issues of concern about possible malpractice or wrongdoings by any of the Group’s businesses or any of its employees without fear of reprisal. This includes arrangements to investigate such matters and for appropriate follow-up action.

Audit Committee Terms of Reference.pdf

Remuneration Committee

David Felwick chairs the Remuneration Committee. The other members of the Committee are Louise Makin and Christine Cross. Only independent, non-executive directors may serve on the Committee. The Chairman and Chief Executive attend Remuneration Committee meetings at the invitation of the Committee Chairman. The Remuneration Committee will normally meet at least twice a year.

The Remuneration Committee has responsibility for making recommendations to the Board on the Company’s policy on remuneration of executive directors and senior managers and for determining, within agreed terms of reference, specific remuneration packages for each of the Chairman, the executive directors of the Company and such members of senior management as it is delegated to consider, including pension rights; any compensation payments; and the implementation of executive incentive schemes. In accordance with the Committee’s terms of reference, no director may participate in discussions relating to their own terms and conditions of service or remuneration.

Remuneration Committee Terms of Reference.pdf

Nomination Committee

David Kappler chairs the Nomination Committee, and its other members are Ian McHoul, David Felwick and Louise Makin. David Kappler will not chair the Committee when it is dealing with a successor to the Chairmanship of the Company. The Committee, which will normally meet not less than twice a year, has responsibility for considering the size, structure and composition of the Board of the Company, retirements and appointments of additional and replacement directors and making appropriate recommendations so as to maintain an appropriate balance of skills and experience on the Board.

The Nomination Committee has established a process for Board appointments that it considers to be formal, rigorous and transparent. This process includes a review of the skills, experience and knowledge of the existing directors, to assess which of the potential short listed candidates would most benefit the balance of the Board having regard also to the need for succession planning.

Nomination Committee terms of reference.pdf