Board Committees
The plc Board has a schedule of matters specifically reserved to it for decision and has also delegated certain responsibilities to four standing committees: the Audit Committee, the Remuneration Committee, the Nominations Committee and the Risk Committee. The Chairman of each Committee reports directly to the Board.
Audit Committee
The Audit Committee comprises Nigel Moorhouse (chairman) and Clive Williams. It meets at least four times a year to review a wide range of issues, including the annual financial statements and the Interim Statement, overseeing the objectivity and effectiveness of the auditors, the internal audit function and all financial regulatory compliance matters. The Committee reviews the Key Issues Memorandum ("KIM") produced by the external auditors (who are formally invited to attend each meeting), together with management's response to the KIM.
The Audit Committee has direct responsibility for financial risks and overall responsibility for maintenance of the Group Risk Register. The Internal Audit department reports periodically directly to the Audit Committee on progress made on the business plan for the department, as agreed by the Audit Committee.
Remuneration Committee
The Remuneration Committee comprises Nigel Moorhouse (chairman) and Clive Williams. It is responsible for the determination and application of policy relating to remuneration and benefits of executive directors of the Company (and to establish specific packages for each such director) and for considering and approving awards under the Group's share option schemes.
Nominations Committee
The Nominations Committee comprises Clive Williams (chairman) and Nigel Moorhouse. It is responsible for reviewing and approving the appointment of new directors to the board of the Company.
Risk Committee
The Risk Committee comprises Victor Thompson (chairman), Clive Williams, Nigel Moorhouse, John Preston and Robert Wilkinson. It conducts a regular review of key high-level business risks to which the Group might be exposed, concentrating primarily on the mitigation of such risks. Although compliance officers exist for all regulated subsidiary companies who are directly responsible to those subsidiary boards, their work is also co-ordinated at group level through the Group Risk Officer.