Board Committees

The Board has established three principal board committees, to which it has delegated certain of its responsibilities.

They are the Nomination Committee, the Audit Committee and the Remuneration Committee. The membership, responsibilities and activities of these Committees are described in the Corporate Governance Report and, in the case of the Remuneration Committee, in the Remuneration Report, included within the Company’s annual report and accounts. Membership of these Committees is reviewed annually. Minutes of Committee meetings are made available to all directors on a timely basis.

Members:

Michael McLintock (Chair)
Graham Allan
Ruth Cairnie
Wolfhart Hauser
Richard Reid

Key duties

In accordance with its terms of reference, the Nomination Committee’s primary responsibilities include:

  • leading the process for Board appointments and making recommendations to the Board;
  • regularly reviewing the Board structure, size and composition (including skills, knowledge, independence, experience and diversity), recommending any necessary changes;
  • considering plans for orderly succession for appointments to the Board and to senior management to maintain an appropriate balance of skills and experience within the Company and to ensure progressive refreshment of the Board;
  • keeping under review the leadership needs of the Group, both executive and non-executive, to ensure the continued ability of the Group organisation to compete efficiently in the marketplace; and
  • being responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise.

Members:

Richard Reid (Chair)
Graham Allan
Ruth Cairnie
Dame Heather Rabbatts
Wolfhart Hauser

Key duties

Primary responsibilities include:

Financial reporting

  • monitoring the integrity of the Group’s financial statements and any formal announcements relating to the Company’s performance, reviewing significant financial issues and reporting judgements contained in them before their submission to the Board;
  • informing the Board of the outcome of the Group’s external audit and explaining how it contributed to the integrity of financial reporting;
  • reviewing and challenging, where necessary, the consistency of, and changes to, accounting and treasury policies; whether the Group has adopted appropriate accounting policies and made appropriate estimates and judgements; the clarity and completeness of disclosure; significant adjustments resulting from the audit; and compliance with auditing standards;

Narrative reporting

  • at the Board’s request, reviewing the content of the annual report and accounts and advising the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy;
  • where requested by the Board, assisting in relation to the Board’s assessment of the principal risks facing the Company and the prospects of the Company for the purposes of disclosures required in the annual report and accounts;
  • reviewing and approving statements to be included in the Annual Report concerning the going concern statement and viability statement.

Internal financial controls

  • reviewing the effectiveness of the Group’s internal financial controls, including the policies and overall process for assessing established systems of internal control and risk management and timeliness and effectiveness of corrective action taken by management;

Whistleblowing and fraud

  • overseeing the Group’s policies, procedures and controls for preventing bribery, identifying money laundering, and reviewing and reporting to the Board on the Group’s arrangements for whistleblowing;

Internal audit

  • monitoring and reviewing the role, effectiveness and independence of the Group’s internal audit function in the context of the Group’s overall financial risk management system; and

External audit

  • overseeing the relationship with the Group’s external auditors, including reporting to the Board each year whether it considers the audit contract should be put out to tender, adhering to any legal requirements for tendering or rotation of the audit services contract as appropriate, reviewing and monitoring the external auditors’ objectivity and independence, agreeing the scope of their work and fees paid to them for audit, assessing the outcome and effectiveness of the audit process, and agreeing the policy in relation to the provision of non-audit services.

 

Members:

Ruth Cairnie (Chair)
Graham Allan
Wolfhart Hauser
Dame Heather Rabbatts
Richard Reid
Michael McLintock

The Remuneration Committee is responsible for all elements of the remuneration of the executive directors of the Company, and the Chair of the Board, including pension rights and any compensation payments, including exit payments.

Any decisions made by the Committee in relation to the Chair and executive directors of the Board must be made within the scope and the terms of the current directors’ remuneration policy as approved by ordinary resolution of the shareholders of the Company.

The duties of the Remuneration Committee are set out in its terms of reference which can be viewed via the link below.

 


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