Board Committees
Committees of the Board deal with certain specific aspects of the Group’s affairs. These Committees are the Remuneration Committee, the Audit Committee, the Nomination Committee and the Risk Committee. The roles and responsibilities of the Committees are set out in their terms of reference. The terms of reference for each Committee are available by clicking on the link below.
Remuneration Committee
The Group’s Remuneration Committee is chaired by Mr T C W Ingram and its other members are the other independent non-executive directors, Ms T Ingram, Mrs R Markland, Mr M Rolfe and Mr I Mason. Under its terms of reference, the Committee meets at least twice a year. Remuneration consultants advise the Committee.
Audit Committee
The Audit Committee is chaired by Mr M Rolfe. Its other members are independent non-executive directors, Mr T C W Ingram (who joined in March 2002), Mr I Mason and Mrs R Markland. It meets at least four times a year.
The Nomination Committee
The Nomination Committee is chaired by the Chairman of the Board, Mr A J Hobson and consists of the Chairman and the five independent non-executive directors, Mr T C W Ingram, Ms T Ingram, Mrs R Markland, Mr I Mason and Mr M Rolfe. The Nomination Committee meets on an ad hoc basis as required but not less than once a year.
The Risk Committee
The Risk Committee consists of the Chief Executive, Group Finance Director, members of the Group finance team, the Secretary, the Group Risk Officer and representatives of the Group operating companies. A representative of KPMG, the internal auditors, may attend meetings of the Committee by request. The Risk Committee Meets not less than 4 times a year.
The Board considers that material risks from social, environmental and ethical issues are limited. However, it takes a proactive approach to risk management of these issues. The Risk Committee, consisting of executive management, identifies and considers any risks to the business of the Group from social, ethical and environmental issues and reports on any such risks to the Audit Committee of the Board. Should any risks be identified, the Risk Committee monitors the steps being taken by operating companies to reduce such risks. The induction programme for new Board directors explains the procedures for identification, assessment and management of risk, including those arising from social, environmental and ethical issues. Through both the quarterly reporting cycle and the reviews undertaken by the Risk Committee, the Board has in place an effective system to manage risks in this area.
CR Steering Group
As part of our on-going commitment to improving and maintaining good practices across the Group, the Board continues to ensure that an executive has specific responsibility for this area. Karen Geary, Director of Human Resources and Corporate Communications, continues to have responsibility for matters relating to CR.
At present the Board does not consider it appropriate to link the management of social, environmental and ethical issues to remuneration incentives, given the difficulties in objectively measuring risk management and performance in this area.
| Date | Document Title |
|---|---|
| 23th November 2007 | Nominations Committee Terms of Reference |
| 23th November 2007 | Remuneration Committee Terms of Reference |
| 23th November 2007 | Audit Committee Terms of Reference |
| 4th October 2006 | Risk Committee Terms of Reference |
| 31st January 2006 | Announcement of Annual General Meeting 2006 |