Responsibilities of the members of the board
The Board has established an Audit and Risk Committee as week as a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Preeti Mardia and its other members are Timothy Langmead and Michael Irvine, both of whom are non-executive directors. The Chairperson and the Chief Financial Officer will attend certain audit and risk committee meetings as observers. The Committee is expected to meet formally at least three times a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed. Its role also includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, and advising on the appointment of external auditors.
The Remuneration Committee is chaired by Timothy Langmead and its other members are Michael Irvine, Preeti Mardia and Caroline Bault, all of whom are non-executive directors. Eric Hampel, the CFO, will attend as observer when required. The Remuneration Committee is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee shall determine and agree with the Board the framework or broad policy for the remuneration of the Company’s chair, the executive directors, the Company Secretary (where employed by the Company) and those senior executives within the remit of the Remuneration Committee, including pension rights and compensation payments. The remuneration of non-executive directors shall be a matter for the Board. No director or Senior Executive shall be involved in any decisions or discussions as to their own remuneration.