Terms of Reference

Audit Committee

The Audit Committee comprises John Rishton as Chairman of the Committee, Gareth Bullock, David Flaschen, Greg Lock and Cindy Rose.

It is responsible for corporate reporting, risk management and internal control procedures, and for maintaining the relationship with the Company’s external auditor.

For more information on its latest activities, see pages 85-90 of the 2017 Annual Report.

Audit committee terms of reference (pdf) [218kb]

Nomination Committee

The Nomination Committee comprises Derek Mapp, as Chairman of the Committee together with all of the Non-Executive Directors of the Company, namely Gareth Bullock, Stephen Davidson, David Flaschen, Greg Lock, Mary McDowell, Helen Owers, John Rishton, Cindy Rose and David Wei.

It is responsible for ensuring there is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board and its Committees.

For more information on its operations and actions, see pages 82-84 of the 2017 Annual Report. 

Nomination committee terms of reference (pdf) [170kb]

Remuneration Committee

The Remuneration Committee comprises Stephen Davidson as Chairman of the Committee, Gareth Bullock, Mary McDowell, Helen Owers and David Wei.

The Remuneration Committee reviews, recommends to the Board and is responsible for the overall Executive remuneration policy, determining the Chairman and Non-Executive fees, approving the Remuneration Report and the design and implementation of all Share Incentive Plans and pension arrangements for the Executive Directors.

For more information see pages 91-106 of the 2017 Annual Report.

Remuneration committee terms of reference (pdf) [124kb]

Remuneration Policy 2018 (pdf) [256kb]

Statement Regarding Remuneration Consultants

Proposed Remuneration Policy 2018


Attendance at 2017 Board and Committee meetings

The Chairman, Group Chief Executive and Group Finance Director attended each Audit Committee meeting by invitation

  Scheduled Board meetings (of 7)1 Unscheduled Board meetings (of 5) (1) Audit Committee meetings (of 4) Remuneration Committee meetings(of 8) Nomination Committee meetings (of 2)
Derek Mapp 7 5 - - 2
Stephen A. Carter CBE 7 5 - - 2
Gareth Wright 7 5 - - -
Gareth Bullock 7 5 4 8 2
Cindy Rose 6 4 3 - -
Helen Owers 6 5 - 7 -
Stephen Davidson 7 5 - 8 -
David Flaschen 7 5 4 - -
John Rishton2 7 4 4 - -
Dr Brendan O'Neill3 2 0 1 3 -

1. In addition to the Board meetings, a Committee of the Board met in January, July and November to approve certain financing arrangements. The five unscheduled Board meetings related to strategy and acquisitions.

2. John Rishton was appointed as Chairman of the Audit Committee on 26 May 2017 following Dr Brendan O'Neill's resignation from the Board.

3. Dr Brendan O'Neill stepped down from the Board and the Audit, Nomination and Remuneration Committees on 26 May 2017.