Board Committees

The Audit and Risk Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, whistleblowing and fraud systems in place within the Group. The Audit and Risk Committee will meet as often as it deems necessary but at least three times a year. The Audit and Risk Committee will be comprised of independent non-executive directors. A non-executive director who is not independent but who has recent and relevant financial experience may be appointed as a member of the Committee if the Board considers it desirable in the interests of the shareholders as a whole.

The Audit and Risk Committee is chaired by Robyn Perriss and its other members are Andrew Harrison and Lynne Weedall. The Governance Code recommends that all members of the Audit and Risk Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment and that one such member has recent and relevant financial experience. 

Audit and Risk Committee terms of reference

The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Company’s directors, including the Chair and the Chief Executive Officer and other senior executives. The Nomination Committee will meet as often as it deems necessary but at least three times a year.

The Nomination Committee is chaired by Lynne Weedall and its other members are Paul Mason, Tara Alhadeff, Andrew Harrison, Robyn Perriss and Ian Rogers. For so long as the shareholding of IngreLux S.ar.l is equal to or exceeds 10%, it is entitled to nominate a representative director to be a member of the Nomination Committee. The Governance Code recommends that a majority of the Nomination Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that four of the six members of the Nomination Committee are independent.

Nomination Committee terms of reference

The Remuneration Committee develops the Group’s policy on executive remuneration (including bonuses, incentive payments and pension arrangements), determines the levels of remuneration for the Chair, the Executive Directors, the Company Secretary, the Global Leadership Team and other senior employees of the Group and prepares an annual remuneration report for approval by the shareholders at the annual general meeting. The Remuneration Committee will meet as often as it deems necessary but at least three times a year.

The Remuneration Committee is chaired by Lynne Weedall and its other members are Robyn Perriss and Andrew Harrison. The Governance Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Group complies with the requirements of the Governance Code in this respect.

Remuneration Committee terms of reference

The Board has established a Market Disclosure Committee in order to ensure timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of the Company’s securities on the London Stock Exchange, including the Listing Rules, the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation.

The Market Disclosure Committee meets at such times as shall be necessary or appropriate. The Market Disclosure Committee must have at least three members. Members of the Market Disclosure Committee are appointed by the Board.

Market Disclosure Committee terms of reference