Corporate Governance Code compliance

Further information regarding Corporate Governance can be found in the Corporate Governance section of the January 2014 Annual Report & Accounts.

A summary of the work of the principal Board Committees is provided below.

Board committees

Audit Committee

The Committee consists of five independent non-executive directors including the senior non-executive director and at least one member with recent and relevant financial experience.
The Committee holds regular, structured meetings and consults with external auditors and senior management where appropriate. The Committee considers financial reporting and reviews the Group's accounting policies and annual statements. In particular, any major accounting issues of a subjective nature are discussed by the Committee. The Committee also reviews internal and external audit activity and the effectiveness of the risk management process; significant risk issues are referred to the Board for consideration.

Download the Audit Committee Terms of Reference.

Remuneration Committee

The Committee consists of the Chairman and five independent non-executive directors. The Committee, which is chaired by the senior non-executive director, determines the remuneration of the executive directors and reviews that of senior management.

Download the Remuneration Committee Terms of Reference.

Nomination Committee

The Committee consists of the Chairman and five independent non-executive directors, including the senior non-executive director. The Committee meets as required to fulfil its duties of reviewing the Board structure and composition and identifying and nominating candidates to fill Board vacancies as they arise.

External consultants may be used to assist in identifying suitable candidates, based on a written specification for each appointment. The Chairman is responsible for providing a shortlist of candidates for consideration by the Board. The final candidate is then subject to formal nomination by the Committee and approval by the Board.

Download the Nomination Committee Terms of Reference.

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