The Board and its Committees
The Board is led by independent non-executive chairman Richard Grant. The Board has also appointed Paul Miller as senior independent director (or lead independent non-executive director) who provides a sounding board for the chairman and serves as an intermediary for the other directors when necessary.
The Board has established Audit & Risk, Remuneration and Nomination Committees, together with a Social and Ethics Committee.
Audit & Risk Committee
The committee is chaired by Philip Holland. The other members of the committee are Richard Grant and Paul Miller.
The Audit & Risk Committee meets at least three times a year and more frequently if necessary. The committee has responsibility for monitoring the financial integrity of the financial statements of the Company and its accounting policies and practices, overseeing the involvement of the Company’s auditors in that process, overseeing the internal and external audit processes, the provision of any non-audit services, the application of a combined assurance model, reviewing and recommending for approval the interim and annual financial statements, reviewing and considering of compliance with regulatory and listing obligations and considering and recommending the going-concern assumption adopted by the Board. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control and reporting, procedures for the identification, assessment and reporting of risks and the safeguarding of assets are maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board.
The committee is also responsible for providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group, promoting a risk awareness culture within the Group and ensuring the risk management process is effective and continuously developed. The committee ensures that risk exposures across the business are effectively managed and reduced to acceptable levels.
The committee is chaired by Paul Miller. The other members of the committee are Richard Grant, Philip Holland and Warren Lawlor.
The Remuneration Committee meets at least twice a year and has responsibility for the determination of specific remuneration packages for the executive directors and certain senior executives of the Group, including pension rights and any compensation payments. It also recommends and monitors the level and structure of remuneration for senior management, and oversees the implementation of share option or other performance-related schemes.
Download the full terms of reference of the Remuneration Committee
The committee is chaired by Richard Grant. The other members of the committee are Paul Miller, Philip Holland and Warren Lawlor.
The Nomination Committee meets at least twice times a year. It is responsible for considering and recommending to the Board candidates for appointment to the Board and the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review and for succession planning.
Social & Ethics Committee
The committee is chaired by Philip Holland. The other members of the committee are Richard Grant and Sarah Bellilchi.
The Social and Ethics Committee meets at least once a year and is responsible for matters relating to social and economic development, responsible corporate citizenship, sustainable development, consumer relationships and employment relationships.
Download the full terms of reference of the Social & Ethics Committee