The Board and Committees

The members of the Audit Committee are all independent Non-executive Directors and the Board is satisfied that the Committee Chair has recent and relevant financial experience.

Although not a member of the Audit Committee, the CFO is invited to attend meetings. The Committee has engaged Ernst & Young LLP to act as external auditors and they are also invited to attend Committee meetings. 

Responsibilities 

The Committee reviews and makes recommendations to the Board on: 

• any change in accounting policies 
• decisions requiring a major element of financial judgement and risk 
• compliance with accounting standards and legal and regulatory requirements 
• disclosures in the annual report and financial statements 
• reviewing the effectiveness of the Group’s financial and internal controls 
• any significant concerns of the external auditor about the conduct, results or overall outcome of the annual audit of the Group 
• any matters that may affect the independence of the external auditor 

In addition, the Committee has oversight of the external audit process and reviews its effectiveness and approves any non-audit services provided. 

The Audit Committee met five times in FY23. The attendance rate at these meetings was 100%.

Terms of Reference

The members of the Nomination Committee are the Chair of the Board and all Non-Executive Directors. A majority of members shall be independent Non-Executive Directors.

Responsibilities

The Committee shall:

• Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes.
• Give full consideration to succession planning for the Board and other senior management positions and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities, strategic and commercial issues facing the Group, and the skills and expertise needed on the Board in the future.
• Ensure that appointments to the Board are subject to a formal, rigorous and transparent process and in line with an effective succession plan for Board and other senior management promoting diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.
• Keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace.
• Keep up-to-date and fully informed about strategic issues and commercial changes affecting the Group and the market in which it operates.
• Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.
• Before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment and the time commitment expected. In identifying suitable candidates, the Committee shall
  • use open advertising or the services of external advisers to facilitate the search
  • consider candidates from a wide range of backgrounds
  • consider candidates on merit and against objective criteria, having due regard to the benefits of diversity on the Board and taking care that appointees have enough time available to devote to the position
• Prior to the appointment of a Board director, other significant time commitments should be disclosed and any additional future commitments should not be undertaken without prior approval of the Board. The proposed appointee should also be required to disclose any other business interests that may result in a conflict of interest. These must be authorised by the Board prior to appointment and any future business interests that could result in a conflict of interest must not be undertaken without prior authorisation of the Board.
• Ensure that, on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings.
• Review the results of the Board performance evaluation process that relate to the composition of the Board and succession planning.
• Review how the Board evaluation has been conducted and the nature and extent of an external evaluator’s contact with the Board.
• Consider any requirements for topic-based training for directors and recommend the implementation of appropriate training initiatives.
• Review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties.
• Review the Board’s diversity policy and its development and implementation.
• Work and liaise as necessary with other Board Committees, ensuring the interaction between committees and with the Board is reviewed regularly.

The Committee shall also make recommendations to the Board concerning:

• Formulating plans for succession for both executive and non-executive directors and, in particular, for the key roles of Chair of the Board and Chief Executive Officer as well as any changes needed to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved.
• Suitable candidates for the role of Senior Independent Director.
• Membership of the Audit and Remuneration Committees, and any other Board Committees as appropriate, in consultation with the Chair of those Committees.
• The re-appointment of non-executive directors at the conclusion of their specified term of office, having given due regard to their performance and ability to continue to contribute to the Board in the light of knowledge, skills and experience required.
• The re-election by shareholders of directors under the annual re-election provisions of applicable corporate governance codes or the retirement by rotation provisions in the Company’s articles of association, having due regard to their performance and ability, and why their contribution is important to the Company’s long-term sustainable success in the light of the skills, experience and knowledge required and the need for progressive refreshing of the Board, taking into account the length of service of individual directors, the Chair and the Board as whole.
• Any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the Company subject to the provisions of the law and their service contract.
• The appointment of any director to executive or other office.

In addition the Committee shall:

• Have access to sufficient resources in order to carry out its duties, including access to the Company Secretariat for assistance as required.
• Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members.
• Give due consideration to all relevant laws and regulations, the provisions of applicable corporate governance codes and guidelines and any applicable stock exchange, listing, prospectus and disclosure rules, as appropriate.
• Arrange for periodic review of its own performance and, at least annually, review its constitution and Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

The Remuneration Committee meets at least once a year and is chaired by Frances Earl. The membership of the committee, in addition to the Committee Chair, comprises Lara Boro, Gordon Stuart and David Clayton. They are all Independent Non-executive Directors.

The remuneration policy applies to the Chairman, Executive Directors and our Senior Management team.

We aim to offer competitive remuneration packages which are designed with a significant weighting towards performance-based components. Our policy is to provide a structure which attracts and, as importantly, retains key talent in a highly competitive international marketplace. 

Remuneration policy objectives 

In order to deliver the Group’s strategy, the primary objectives of our remuneration policy are: 

• to have a transparent, simple and effective remuneration structure which encourages the delivery of Group targets in accordance with our business plan.
• to motivate and retain the best people of the highest calibre by providing appropriate short- and long-term variable pay which is dependent upon challenging financial and, where applicable, ESG metrics for measuring executive performance which will focus on outcomes.
• to promote the long-term success of the Group and ensure that our policy is aligned with the interests of, and feedback from, our shareholders.
• to have a competitive remuneration structure which will attract new appropriately skilled executives to complement our teams worldwide.

The Remuneration Committee follows the principles of good corporate governance in relation to the structure of its remuneration policy and, accordingly, takes account of the QCA Corporate Governance Code as adopted by the Board. 

The remit of the Committee is primarily to determine and agree the framework or broad policy for the remuneration of the Company’s Executive Directors and the Senior Managers of the Group. The remuneration of Non-executive Directors is a matter for the Board, excluding the Non-executive Directors. The remuneration of the Chairman is a matter for the Remuneration Committee. No Director or Senior Executive is involved in any discussion or decision about his or her own remuneration.

The Board has confirmed that the Group’s overall remuneration policy is designed to attract and retain the best people and provide appropriate incentives to encourage enhanced performance and create growth in shareholder value. 

The Remuneration Committee met four times in FY23. The attendance rate at these meetings was 100%.

Terms of Reference