Board Committees

The Board has established an effective Committee structure to assist in the discharge of its responsibilities.  The terms of reference of these Committees comply with the provision of the UK Corporate Governance Code.

Audit Committee

The Committee has responsibility for reviewing the effectiveness of the Group’s financial reporting system and the internal control policies and procedures for the identification, assessment and reporting of risk. The Committee also keeps under review the relationship with the auditors, including the terms of their engagement and fees, their independence and expertise, resources and qualification and the effectiveness of the audit process.

The Committee’s terms of reference are available below.

Audit Committee Terms of Reference.pdf

Committee member	Position	Comments
Ian McHoul	Chairman	Independent NED
David Beever	Member	Senior independent director
David Wild	Member	Independent NED

Both Ian McHoul and David Beever have recent and relevant financial experience, Ian McHoul as the Chief Financial Officer of Amec plc and David Beever as a member of the KPMG Advisory Board.

The Audit Committee is scheduled to meet at least four times a year and meets with the internal and external auditors at least twice a year without the executive directors present.

The Committee has been delegated authority by the Board to monitor financial reporting including the annual and interim reports, preliminary results announcements and formal announcements relating to financial performance and reporting. The Committee ensures the effectiveness of the Company’s internal controls and risk management systems and review and update the whistle-blowing arrangements.

The Committee monitors and reviews the effectiveness of the Company’s internal audit function, including the approval of any appointment or removal of the head of the internal audit function. The Committee is also responsible for considering and making recommendations to the Board on the appointment, reappointment and removal of external auditors including the setting of their remuneration. The Committee keeps under review the external auditors’ independence which includes reviewing the impact of any non-audit services provided by the Group’s external auditors to the Board.

Annually the Committee reviews the relationship the Company has with its auditors to consider whether the relationship is working well and the auditors are continuing to be effective. Accordingly, the Committee does not consider it necessary at this time to require PwC to tender for the Group’s audit work. The external auditors are required to rotate the audit partners responsible for the Group and subsidiary audits every five years. There are no contractual obligations restricting the Company’s choice of external auditors.

Remuneration Committee

The Committee has responsibility for determining and agreeing the overall remuneration strategy for executive directors and senior managers, determining the individual remuneration packages for the Chairman, executive directors, Company Secretary and senior management and approving the design of all share incentive plans.

The Committee’s terms of reference are available below.

Remuneration Committee Terms of Reference.pdf

Committee member	Position	Comments
Louise Makin	Chairman	Independent NED
David Beever	Member	Senior independent director
Ronnie Bell	Member	Chairman (NED)
David Wild	Member	Independent NED

The Remuneration Committee is scheduled to meet at least twice a year.

The Committee is committed to principles of accountability and transparency to ensure that remuneration arrangements demonstrate a clear link between reward and performance. In its work, the Committee considers fully the relevant legal and regulatory requirements, provisions and recommendations of the Combined
Code on Corporate Governance and associated guidance.

The Committee has been delegated authority by the Board to determine and agree the remuneration strategy for executive directors and senior managers — it is vital to our business that we retain individuals and reward performance and contributions
towards the success of the Company. In addition the Committee reviews and approves the remuneration packages for the Chairman, executive directors, Company Secretary and senior managers.

The Committee, on behalf of the Board, determines the terms of employment including recruitment and termination terms of executive directors, ensuring any payments on departure are fair to the individual and the Company, whilst avoiding payment for failure and recognising the departing individual’s duty to mitigate loss.

Nomination Committee

The Committee is responsible for considering the size, structure and composition of the Board, retirement and appointment of additional and replacement directors and making appropriate recommendations so as to maintain an appropriate balance of skills and experience on the Board.

The Committee’s terms of reference are available below.

Nomination Committee Terms of Reference.pdf

Committee member	Position	Comments
Ronnie Bell	Chairman	Chairman (NED)
David Beever	Member	Senior independent director
Ian McHoul	Member	Independent NED
Louise Makin	Member	Independent NED
Charles Miller Smith	Member	Deputy Chairman (NED)
David Wild	Member	Independent NED

The Nomination Committee is scheduled to meet at least twice a year.

The Committee has been delegated authority by the Board to lead the formal, rigorous and transparent process for Board appointments including a review of the skills, experience and knowledge of the existing directors to ensure any potential
shortlisted candidates will benefit the balance of the Board. The Committee also gives full consideration to succession planning taking into account the challenges and opportunities facing the Company and what skills and expertise would benefit the Board in the future.

The Committee regularly reviews the structure, size and composition of the Board
and make recommendations to the Board regarding changes.

Finance Committee

The Committee is responsible for reviewing the Group’s financial strategy and approving any changes to this strategy, it oversees the Group’s treasury operations and policies including the use of financial instruments such as interest rate swaps. The Committee also reviews the investment strategy and performance of the Group’s pension schemes.

The Committee’s terms of reference are available below.

Finance Committee Terms of Reference.pdf

Committee member	Position	Comments
David Beever	Chairman	Senior independent NED
Ian McHoul	Member	Independent NED
Ronnie Bell	Member	Chairman (NED)
Charles Miller Smith	Member	Deputy Chairman (NED)
Michael Clarke	Member	Chief Executive Officer
Mark Moran	Member	Chief Financial Officer
Paul Leach	Member	Group Treasurer

The Finance Committee is scheduled to meet at least three times a year.

The Committee has been delegated authority by the Board to review and make recommendations to the Board on matters relating to the Group’s capital structure, financing and pensions strategy. The Committee oversees the governance and activities of the Company’s Treasury Committee and Treasury Risk Management Committee and reviews the investment strategy and funding levels of the Group’s
pension schemes.

The Committee reviews the Company’s financial policy and strategy and also monitor the Company’s liquidity, covenant and going concern positions.