The following committees, which comprise the non-executive Directors and have written terms of reference, deal with specific aspects of the Group’s affairs. Mehdi Varzi is the Chairman of the Remuneration Committee and Lord Truscott is the Chairman of the Audit Committee.
The Remuneration and Appointments Committee
The Remuneration and Appointments Committee is responsible for making recommendations to the Board on the Company’s framework of executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for each of the Executive Directors and for other senior members of management and is advised, as necessary, by a leading firm of recruitment consultants.
The Audit Committee
The Audit Committee’s primary tasks are to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgement and estimation. The Committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The Committee acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the Group’s internal control and risk management systems and processes. It advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. The Committee assesses the performance of the external auditors as well as their independence and objectivity.
The external auditors confirm their independence each year in writing to the Committee.
The Committee, which meets at least three times per year, provides a forum for reporting by the Group’s external auditors. Meetings are also attended, by invitation, by the Finance Director and Chief Executive Officer.
