Board Committees

The plc Board has a schedule of matters specifically reserved to it for decision and has also delegated certain responsibilities to three standing committees: the Audit Committee, the Remuneration Committee and the Nominations Committee. The Chairman of each Committee reports directly to the Board. In addition, the Risk Committee is a sub-committee of the Audit Committee.

Audit Committee

The Audit Committee comprises Charles Keay (chairman), John Goldsmith and Nigel Moorhouse, bringing to the Committee's discussions, respectively, financial, insurance broking and accountancy experience and qualifications. 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 Report to the Audit Committee produced by the external auditors.

The Audit Committee has responsibility for oversight of the Group's Risk Register and risk management processes and delegates the maintenance and regular monitoring of the Risk Register to a sub-committee, the Risk Committee. 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), John Goldsmith and Charles Keay.  It is responsible for the determination and application of policy relating to remuneration and benefits of executive directors of the Company. The Board as a whole determines the level of fees
paid to non executive directors.

Nominations Committee

The Nominations Committee comprises John Goldsmith (chairman), Nigel Moorhouse and Charles Keay. It is responsible for reviewing and approving the appointment of new directors to the board of the Company.

Risk Committee

The Risk Committee comprises Nigel Moorhouse (chairman), Rob Wilkinson, John Preston, Steve Matanle, Andy Hawkes and Jane Joslin. 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 are appointed for all regulated subsidiary companies with direct responsibility to those subsidiary boards, their work is also co-ordinated at group level through the Group Risk Officer.