Board Committees and Terms of Reference
The Board is assisted in fulfilling its responsibilities by three
principal committees, the audit, remuneration and nomination
committees. All committees operate within written terms of
reference which are reviewed annually and updated as
necessary.
Audit Committee Remuneration Committee Nomination Committee
The Audit Committee is chaired by Jonathan Newcomb and its other members are John Botts and Karen Thomson. Members of the committee have broad financial experience which has been gained in a variety of disciplines, and which the Board considers appropriate to enable the committee to carry out its responsibilities. The company secretary is secretary to the committee and others invited to attend committee meetings include the chief financial officer, deputy CFO, head of internal audit, head of taxation and the external auditors. The committee meets at least three times a year, and the committee chairman also meets at least once a year with external auditors without management present.
The remuneration committee is chaired by Alan Gillespie and its other members are Pradeep Kar and Jonathan Newcomb. The committee is responsible for formulating and recommending policy on executive remuneration. Within the terms of the agreed policy, the committee approves the specific components of remuneration packages of all executive directors and the chairman. It also reviews the general remuneration framework for senior executives and makes awards under the company’s share based incentive plans. The committee’s terms of reference comply with the Combined Code on corporate governance and can be viewed here as a PDF.
The nomination committee is chaired by John Botts and its other members are Alan Gillespie and Jonathan Newcomb. The committee meets as required to review the structure, size and composition of the Board and to oversee the recruitment of new Board members, both executive and non-executive.
Audit Committee Remuneration Committee Nomination Committee
Audit Committee
The Audit Committee is chaired by Jonathan Newcomb and its other members are John Botts and Karen Thomson. Members of the committee have broad financial experience which has been gained in a variety of disciplines, and which the Board considers appropriate to enable the committee to carry out its responsibilities. The company secretary is secretary to the committee and others invited to attend committee meetings include the chief financial officer, deputy CFO, head of internal audit, head of taxation and the external auditors. The committee meets at least three times a year, and the committee chairman also meets at least once a year with external auditors without management present.
View the biographies of the committee members: Jonathan Newcomb (Chairman) John BottsKaren Thomson
View the Audit Committee’s terms of reference in PDF format (31 KB, opens in a new window).Remuneration Committee
The remuneration committee is chaired by Alan Gillespie and its other members are Pradeep Kar and Jonathan Newcomb. The committee is responsible for formulating and recommending policy on executive remuneration. Within the terms of the agreed policy, the committee approves the specific components of remuneration packages of all executive directors and the chairman. It also reviews the general remuneration framework for senior executives and makes awards under the company’s share based incentive plans. The committee’s terms of reference comply with the Combined Code on corporate governance and can be viewed here as a PDF.
View the biographies of the committee members: Alan Gillespie (Chairman) Pradeep Kar Jonathan Newcomb
View the Remuneration Committee’s terms of reference in PDF format (22 KB, opens in a new window).Nomination Committee
The nomination committee is chaired by John Botts and its other members are Alan Gillespie and Jonathan Newcomb. The committee meets as required to review the structure, size and composition of the Board and to oversee the recruitment of new Board members, both executive and non-executive.
View the biographies of the committee members: John Botts (Chairman)Alan Gillespie Jonathan Newcomb
View the Nomination Committee’s terms of reference in PDF format (21 KB, opens in a new window).
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