Corporate Governance - Board Committees

Board Committees


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The principal Board committees are the Remuneration Committee, the Audit Committee, the Nominations Committee and the Business Integrity Committee. The Company Secretary acts as Secretary to each of these committees.

The membership of each of the principal committees is as follows:

Remuneration Committee

  • Vanda Murray, Chairman
  • Andrew Dougal
  • Philip Green
  • Alison Horner
  • Steve Mogford
  • Ceri Powell

The Committee consists entirely of independent Non-Executive Directors and determines and makes recommendations on the Group's remuneration policy and framework to recruit, retain and reward Executive Directors and senior executives.

Terms of Reference


Audit Committee

  • Andrew Dougal, Chairman
  • Philip Green
  • Alison Horner
  • Steve Mogford
  • Vanda Murray
  • Ceri Powell

The Audit Committee consists entirely of independent Non-Executive Directors. All members of the Audit Committee have recent and relevant financial experience. Appointments to the Committee are made by the Board.

Terms of Reference


Nominations Committee

  • Philip Rogerson, Chairman
  • Andrew Dougal
  • Philip Green
  • Alison Horner
  • Richard Howson
  • Steve Mogford
  • Vanda Murray
  • Ceri Powell

The Committee reviews the Board structure, size, composition, balance of skills, knowledge and experience of the Board and makes recommendations to the Board with regard to any changes that are deemed desirable. The Committee also reviews succession planning to ensure that processes and plans are in place with regard to both Board and senior appointments.

Terms of Reference


Business Integrity Committee

  • Philip Rogerson, Chairman
  • Andrew Dougal
  • Philip Green
  • Alison Horner
  • Steven Mogford
  • Vanda Murray
  • Ceri Powell

The Committee reviews and oversees the implementation of the Group's Ethics and Business Integrity Policy and monitors the Group's compliance with relevant legislation such as the Bribery Act 2010 and the Competition Act 2006.

Terms of Reference