The board recognises the importance of good corporate governance in the management of the Company and its policy is to adhere to the UK Corporate Governance Code applicable to FTSE 350 companies wherever practicable.

Full details of the Company’s corporate governance practices are set out in the latest report and accounts.

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Board Committees

The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition and responsibility of Board Committees is as follows:

The Audit and Risk Committee consists of the following individuals:

  • Keith Lough, Senior Independent Director and Committee Chairman
  • John Martin, Non-Executive Director
  • John Summers, Non-Executive Director
  • Tim Bushell, Non-Executive Director.

The Audit and Risk Committee is primarily responsible for reviewing and reporting to the board on the audit plans of the external auditor, the Group’s overall framework for internal control over financial reporting, internal and risk management, the accounting policies and practices of the Group; and the annual and periodic financial reporting carried out by the Group.

Audit committee terms of reference [PDF, 82KB]

The Remuneration Committee consists of the following individuals:

  • Tim Bushell, Non-Executive Director and Committee Chairman
  • Keith Lough, Senior Independent Director
  • John Martin, Non-Executive Director
  • John Summers, Non-Executive Director.

The principal role of the Remuneration Committee is to consider the remuneration of executive Directors. The Remuneration Committee sets the broad framework and reviews the recommendations of the Chief Executive Officer for salary adjustment and bonus payments for all other members of staff. It also administers and makes awards under the Long Term Incentive Plan and Share Incentive Plan.

Remuneration committee terms of reference [PDF, 57KB]

The Nomination Committee consists of the following individuals:

  • David McManus, Non-Executive Chairman and Committee Chairman
  • Keith Lough, Senior Independent Director
  • Tim Bushell, Non-Executive Director
  • John Martin, Non-Executive Director
  • John Summers, Non-Executive Director.

The Nomination Committee is primarily responsible for considering Board succession, reviewing the composition and structure of the Board and membership of Board committees and making recommendations on the appointment of additional directors.

Nominations committee terms of reference [PDF, 59KB]