Corporate governance

Board Committees

Certain of the matters specifically reserved for the Board's decision have been delegated to three standing Committees - Audit, Nomination and Remuneration - within clearly defined terms of reference which, together with the composition of each Committee, are reviewed annually.

In line with the best practice recommendations of the UK Corporate Governance Code, each of our Non-executive Directors sit on at least one of the Committees.

Membership of the Audit, Nomination and Remuneration Committees

  Audit
Committee
Nomination
Committee
Remuneration
Committee
Dame Alison Carnwath   Chair Member
Chris Bartram Member Member  
Edward Bonham Carter   Member Member
Cressida Hogg CBE     Member
Kevin O'Byrne Chair Member  
Simon Palley   Member Chair
Stacey Rauch Member Member  
Nicholas Cadbury Member    

Audit Committee

Reviews and is responsible for oversight of the Group's financial and reporting processes, the integrity of the financial statements, the external and internal audit processes, and the systems of internal control and risk management. 

Terms of Reference

Nomination Committee

Reviews and recommends to the Board the structure, size and composition of the Board and its Committees. It also has oversight responsibility for succession planning of the Board and senior management. 

Terms of Reference

Remuneration Committee

Reviews and recommends to the Board the executive remuneration policy and determines the remuneration packages of the Executive Directors and other members of the Executive Committee.

Terms of Reference

Disclosure Committee

A committee that is responsible for overseeing compliance with the Disclosure and Transparency Rules of the UK Listing Authority.

Terms of Reference

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