Roles and responsibilities
The Committee has been assigned with advising the Board in respect of its responsibility for ensuring the Annual Report and Accounts, when taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position, performance, business model and strategy.
In addition, while the Board has ultimate responsibility for maintaining a robust framework of internal controls and risk management and for overseeing, reviewing and ensuring the effectiveness of the Group’s risk management and internal control systems, it has delegated the monitoring and review of this framework to the Committee.
- The interests of shareholders are protected in relation to financial reporting and internal control by monitoring the integrity of the annual and interim financial statements, monitoring any formal announcements relating to the Company’s financial performance and reviewing and challenging as necessary the judgements and actions of management in relation to the financial statements;
- there is a sufficiently robust and effective external audit.
- the internal audit programme is sufficiently robust to confirm the effectiveness of the Group’s controls.
- the interim and year end results, preliminary announcements and the Annual Report and Accounts are fair, balanced and understandable to the Board.
- the principal risks and uncertainties have been appropriately identified and assessed, including reviewing internal processes used to identify and monitor all key risks and associated controls.
- all key control policies and procedures in the business remain appropriate, including an annual review of the effectiveness of the Group’s whistleblowing policy; and
- the Committee continues to operate appropriately for the circumstances of our business.
Roles and responsibilities
The key roles and responsibilities of the Committee are:
- identify and nominate for Board approval, candidates to fill Board vacancies having regard to, amongst other things, the benefits of diversity including gender, as and when they arise;
- act proactively, recognising it is important to plan Board succession well in advance and for all scenarios;
- ensure that the Company’s Board and executive leadership skills are fully aligned to the Company’s longterm strategy;
- succession planning for directors and other senior executives taking into account the challenges and opportunities facing the Company; and
- ensure any appointees have sufficient time to undertake their role.
Role of the Committee
The Committee is responsible for considering and making recommendations to the Board on the:
- general policy on executive and senior management remuneration;
- overall remuneration packages for executive directors including base salary, pensions, benefits and performance related short-term and long-term incentives;
- Chairman’s remuneration; and
- design and operation of the Company’s share incentive plans.