Board Committees

The aim of the Remuneration Committee is to ensure that shareholder and management interests are aligned. In doing so we also aim to make the schemes more transparent, easier to communicate and simpler to operate.

Remuneration Committee Members and Meetings

The Remuneration Committee consists of three Non-Executive Directors. It is chaired by Katrina Cliffe and meets as required during the year. The Remuneration Committee is responsible for setting the framework and policy for the remuneration of the Executive Directors and designated senior managers. It determines specific elements of their remuneration, their contractual terms and, where necessary, compensation arrangements.

The remuneration of Non-Executive Directors is determined by the Board within the limits set by the Company’s Articles of Association. The Non-Executive Directors have letters of appointment with the Company and their appointments are terminable on three months written notice on either side.

The Chief Executive Officer and Chief Financial Officer are invited to attend meetings of the Remuneration Committee, but no Director is involved in any decisions relating to their own remuneration.

None of the members of the Remuneration Committee have any personal financial interest (other than as shareholders), conflicts of interests arising from cross directorships, or day-to-day involvement in running the business.

The Remuneration Committee keeps itself informed of all relevant developments and best practice in the field of remuneration and seeks advice from external advisers when it considers it appropriate.

Remuneration Policy

The Company's remuneration policy is designed to ensure that the remuneration packages attract, motivate and retain all employees of high calibre and to reward them for enhancing value to shareholders. The Company’s policy is that a substantial proportion of the total potential remuneration of the Executive Directors should be performance-related and aligned to performance measures that benefit all shareholders and promote the long-term success of the Company. The performance measurement of the Executive Directors and the determination of their annual remuneration package, including performance targets, are undertaken by the Remuneration Committee.

There are five main elements of the remuneration package for Executive Directors and other senior management:

1. Basic annual salary
2. Benefits
3. Annual bonus payments
4. Long-term incentives
5. Pension arrangements

The remuneration of the Non-Executive Directors comprises only Directors’ fees payable under the letters of appointment and is determined by the Board within the limits set by the Company’s Articles of Association.

Terms of Reference:

REMCO Terms of Reference

The objective of the Audit Committee is to provide oversight and governance to the Company's financial reports, its internal controls and processes in place, its risk management systems and the appointment of and relationship with the external auditor.

Key responsibilities:

• Monitor the integrity of the financial statements of the Company, reviewing any significant reporting issues and judgements they contain
• Ensure compliance with applicable accounting standards and review the consistency of methodology applied
• Review the adequacy and effectiveness of the internal control and risk management systems
• Oversee the relationship with the external auditor and reviewing performance
• Advise on the clarity of disclosure and information contained in the Annual Report and Accounts
• Keep under review the need for an internal audit function and make recommendations to the Board

Membership and Meetings:

The Audit Committee is chaired by David Stead, who is a Chartered Accountant, and consists of another two Non-Executive Directors. The Executive Directors attend by invitation. It meets a minimum of three times per year and at least twice a year with the external auditors being present.

Its role is to monitor the integrity of the financial statements, including the Annual and Interim Reports and Accounts, review the significant accounting policies and financial reporting judgements contained therein and provide updates and recommendations to the Board. It is also responsible for reviewing and evaluating the adequacy of internal control and risk management processes.

Terms of Reference:

Audit Committee Terms of Reference

The primary purposes of the Nominations Committee are to lead the process for Board appointments and to make recommendations for maintaining an appropriate balance of skills on the Board.

Nomination & Committee Members and Meetings

The Nominations Committee is chaired by the Chairman and consists of another two Non-Executive Directors. The Nominations Committee meets as necessary to fulfil its responsibilities and meet its objective.

Key responsibilities:

• Review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board on a regular basis and make recommendations to the Board with regard to any changes
• Consider succession planning, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future
• Review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace
• Identify, and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise
• Evaluate the balance of skills, knowledge, experience and diversity on the Board and prepare a description of the role and capabilities required for a particular appointment
• Ensure that, on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings
• Review annually the time required from a Non-Executive Director

Terms of Reference:

Nominations Committee Terms of Reference