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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, Mr I Mason and Mr A J Hobson. 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, Ms T Ingram 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, the Company Secretary, the Group Risk Director, the Strategy Director, the HR & Communications Director and the Group Chief Technology Officer. 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.