An important aspect of the Board’s overall governance procedure is through clearly identified Board Committees, to which it delegates certain powers. The Board Committees are the Audit Committee and the Remuneration Committee. They are properly authorised under the constitution of the Company to take decisions and act on behalf of the Board within the parameters laid down by the Board. The Board is kept fully informed of the work of these Committees. Details of these Committees are set out below.
Remuneration Committee
The Remuneration Committee's role is to determine the remuneration of the Executive Directors.
The Company’s policy on remuneration is to offer competitive remuneration packages, which are designed to reward, retain and to motivate the Directors, having regard to the size and complexity of the Group.
The Company’s policy on remuneration is determined by its Remuneration Committee. The Committee presently consists of:
Mr P W E Fitt, Remuneration Committee Chairman - a Non-Executive Director
Mr J N Anderson - Group Chairman
Mr D A Ruffell - Group Chief Executive.
The responsibilities of the Remuneration Committee and an explanation of how it applies the Directors' remuneration principles of the Combined Code, are set out in the Directors' Remuneration Report 2007/08, available from the Report & Accounts 2007.
Audit Committee
The Audit Committee's primary responsibilities are:
- to review the financial statements.
- to review the Group's internal control and risk management systems.
- to consider the appointment of the external auditors, their independence and reports to the Committee, as well as to review the programme of Internal Audit.
The Audit Committee reports to the Board on matters concerning the Group’s internal financial controls, financial reporting and risk management systems, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken.
The Audit Committee is appointed by the Board for a period of three years and comprises:
Mr P W E Fitt, Audit Committee Chairman - a Non-Executive Director.
Mr D A Ruffell - Group Chief Executive.
The Audit Committee terms of reference, established by the Board, are to:
- Monitor the integrity of the Group’s financial statements and formal announcements relating to the Group’s financial performance, reviewing significant financial reporting judgements contained in them;
- Review the Group’s internal financial controls and risk management systems;
- Review arrangements by which staff may in confidence raise concerns about possible improprieties in matters of financial reporting or other matters;
- Consider at least annually the need for an internal audit function;
- Make recommendations to the Board of Directors for it to put to the shareholders for their approval in general meeting, in relation to the appointment or re-appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditor;
- Review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
- Develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.
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