Board Committees

The Audit Committee comprises all of the independent Non-Executive Directors. The Audit Committee is currently chaired by Robert MacLeod, a Chartered Accountant. The Corporate Governance Code requires that at least one member of the Audit Committee has recent and relevant financial experience.

The main purposes of the Committee are:

• To help ensure public confidence in the credibility and objectivity of the Company’s published financial and non-financial information.
• To monitor and assess the integrity of the half-year and annual financial statements of the Company.
• To assist the Board in meeting its responsibilities in respect of statutory or other financial reporting, in respect of its review of the effectiveness of the Company’s internal controls and risk management systems, which include financial, operational and compliance controls, and in respect of the viability statement.
• To strengthen the independent position of the Company’s internal and external auditors by providing a direct channel of communication between the internal and external auditors and the Non-executive Directors.

The Remuneration Committee comprises all of the independent Non-Executive Directors. The Remuneration Committee is currently chaired by Italia Boninelli.

The main purposes of the Committee are:

• to determine the remuneration for the Chairman of the Board, the Executive Directors, and Senior Management (being the Group Executive Committee). The remuneration packages are to be designed to promote the long-term success of the Company, and take into consideration current corporate governance practice; and
• to provide assurance to shareholders that the remuneration of the Chairman of the Board, the Executive Directors and Senior Management is set by a Committee of Board members who have no personal interest in the outcome of their decisions and who will give due regard to the interests of shareholders, the financial and commercial health of the Company and the content of the UK Corporate Governance Code, the FCA’s Listing, Prospectus and Disclosure Guidance and Transparency Rules and associated guidance and regulations, as appropriate.

Terms of Reference for the Remuneration Committee:

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The Nomination Committee comprises the Non-executive Chairman and the Non-Executive Directors. The Nomination Committee is currently chaired by Carl-Peter Forster.

The purpose of the Committee is to lead the process for Board appointments, ensure plans are in place for orderly succession to both the Board and Senior Management (being the Group Executive Committee) positions, and oversee the development of a diverse pipeline for succession. In particular, the Committee should ensure that the procedure for the selection of potential candidates for Board appointments - either as an Executive or Non-executive Director - is formal, rigorous and transparent and undertaken in a manner consistent with best practice. It should also ensure that appointments to the Board are made on merit, against objective criteria and with due regard for the benefits of diversity (of gender, social and ethnic backgrounds, and cognitive and personal strengths) on the Board.

Terms of Reference for the Nomination Committee:

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The Finance Committee comprises the Chairman of the Company, the Chief Executive Officer, the Chief Financial Officer and the Group Head of Corporate Finance.

The primary role and responsibility of the Committee is to approve specific funding and treasury related matters as set out in the Group’s delegated authorities or as delegated from time-to-time by the Board.

Terms of Reference for the Finance Committee:

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The Share Scheme Committee comprises any two Directors, or any Director and the Company Secretary.

The primary role and responsibility of the Committee is to facilitate the administration of the Company's Share Schemes.

Terms of Reference for the Share Scheme Committee:

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