The Board Committees

Those serving as members of the Audit and Risk Committee are Joanne Lake (Committee Chair), Gerald Jennings and Serena Lang.

The Committee meets a minimum of twice a year, with the Company’s auditors in attendance for part of each meeting.

The Committee’s responsibilities include, amongst other matters, the following:

• to monitor the integrity of the Financial Statements of the Company and any formal announcements relating to the Company’s financial performance;
• to review and make recommendations to the Board in relation to the half-yearly and annual financial reports;
• to review and consider the scope and effectiveness of the Company’s financial controls, Company internal control and risk management systems;
• to consider the appointment/re-appointment of external auditors;
• to oversee the selection process with regard to external auditors and make appropriate recommendations through the Board to the shareholders to consider at the AGM;
• to review the annual report of the auditors, the level of fees charged by the auditors for non-audit services, the independence and objectivity of the auditors and the proposed nature and scope of their work before the audit commences. The level of these fees and the services provided are reviewed by the Committee to ensure that they do not threaten auditor objectivity and independence. The Committee reviews the independence and objectivity of the external auditors. Regulation, professional requirements and ethical standards are taken into account, together with consideration of all relationships between the Company and the external auditors and their staff. Relations with the external auditors are managed through a series of meetings and regular discussions and we ensure a high quality audit by challenging the key areas of the external auditor’s work;
• to review and consider the scope and effectiness of the Company's financial controls, Company internal control and risk management systems;
• to review the Company’s procedures for handling reports from ‘whistleblowers’;
• And to review annually the Company’s Anti-Bribery and Corruption policy.

Audit and Risk Committee - Terms of Reference

The Committee meets a minimum of three times a year to review the Executive Directors’ performance, levels of pay, bonuses, Long-Term Incentive Plan (LTIP) grants and awards and to consider other remuneration and employment matters as deemed appropriate from time to time. Those serving as members of the Remuneration Committee are Gerald Jennings (Committee Chair), Joanne Lake, Peter Mawson and Serena Lang. Tim Roberts, Chief Executive Officer, attends in an advisory and supportive role for two of those meetings.

Details of the work of the Remuneration Committee are set out in the Annual Report and Financial Statements.

Remuneration Committee - Terms of Reference

The Responsible Business Committee was formed in March 2021 and meets at least three times a year. Those serving as members are Serena Lang (Committee Chair), Joanne Lake, James Sykes, Peter Mawson, Tim Roberts and Darren Littlewood. The principal responsibility of the Committee is to provide oversight and leadership on the Company’s strategic approach to, and performance on, responsible business practices. The Committee provides an independent review and oversight of the development and delivery of the responsible business strategy which will guide the Company’s approach to delivery of long term ESG activity and objectives. Its duties include:

• reviewing the responsible business strategy's ESG objectives;
• reviewing all sustainability and ESG reporting, including the recommendations of the Task Force of Climate Related Disclosure;
• ensuring that the Board maintains up to date awareness of the Company’s impact on the communities and environments and its charitable support;
• monitoring culture and alignment with the Company’s Purpose, Vision and Values; and
• monitoring the development of employee diversity across the Company and its leadership.

Responsible Business Committee - Terms of Reference

This Committee meets twice a year comprising of Peter Mawson (Committee Chair), Gerald Jennings, Serena Lang and Joanne Lake. Nomination Committee matters are also discussed at each Board Meeting.

The principal responsibility of the Committee is to consider succession planning and appropriate appointments to the Board and to senior management, so as to maintain an appropriate balance of skills, knowledge and experience within the Company, and its duties include:

• overseeing the identification, selection and appointment of Directors;
• reviewing the structure, size, composition and leadership needs of the Board;
• other commitments of Directors relative to the time required for them to fulfil their duties;
• and periodic evaluation of the effectiveness of the Board.

The Committee has access to external professional advisers where required to fulfil its responsibilities.

Nomination Committee - Terms of Reference