Board committees
Our Board committees are constituted with appropriate terms of reference which are reviewed annually. They comply with the UK Corporate Governance Code.
Matters reserved for the Board
The Board is supported by a number of committees, each of which has been established in line with governance practice and has its own Terms of Reference and annual work programme.
After each committee meeting, each committee chair reports back to the next Board meeting. This facilitates the communication between directors and ensures that all aspects of the Board’s mandate have been addressed.
Committee membership, duties and terms of reference
Audit Committee
Membership:
- Stephen Young (Chair)
- Svein Richard Brandtzaeg
- Sue Clark
- Anke Groth
- Saki Macozoma
Duties:
The Audit Committee operates on a Group-wide basis and has responsibility for, among other things, monitoring the integrity of the Group’s financial statements and reviewing the results announcements. It oversees the Group’s relationship with its external auditor and reviews the effectiveness of the external audit process as well as the objectivity and independence of the external auditor. The committee also has responsibility for reviewing the effectiveness of the Group’s system of internal controls and risk management systems.
Nominations Committee
Membership:
- Philip Yea (Chair)
- Svein Richard Brandtzaeg
- Sue Clark
- Sucheta Govil
- Anke Groth
- Saki Macozoma
- Dame Angela Strank
- Stephen Young
Duties:
Oversees the composition of the Board and committees and considers succession planning and diversity, making recommendations to the Board.
Remuneration Committee
Membership:
- Sue Clark (Chair)
- Sucheta Govil
- Dame Angela Strank
- Philip Yea
Duties:
The Remuneration Committee operates on a Group-wide basis and has responsibility (i) for making recommendations to the Board on the Group’s policy on the remuneration of senior management, (ii) for the determination, within agreed terms of reference, of the remuneration of the Chair and of specific remuneration packages for each of the executive directors and members of the senior management, including pension rights and any compensation payments, and (iii) for the implementation of employee share plans.
Sustainable Development Committee
Membership:
- Dame Angela Strank (Chair)
- Svein Richard Brandtzaeg
- Andrew King
- Stephen Young
Duties:
The Sustainable Development committee operates on a Group-wide basis and has responsibility for overseeing the Group’s strategy, commitments, targets and performance relating to safety, the environment, climate-related matters and other sustainable development issues.
Corporate governance information
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