Audit and Risk Committee
Committee membership
- Ian Bull (Chair)
- Ajay Kavan
- Katharine Poulter
- Vijay Talwar
- Dan Taylor
Role and principal duties
The Committee’s role is to support the Board in fulfilling its corporate governance and reporting obligations as to the effectiveness of our risk management systems, internal controls, and financial reporting. Its principal duties include monitoring, reviewing and challenging:
- the integrity of the Group’s financial statements and public announcements relating to financial performance;
- key accounting policies and judgements;
- the effectiveness of internal controls and the process for identifying and managing risk;
- statements concerning internal control, risk management (including the assessment of principal risks), and the viability statement and approving them for inclusion in the annual report;
- the internal audit plan and the role and effectiveness of the internal audit function and, ensuring its ability to exercise independent judgement; and
- the relationship with the external auditor, its reports, effectiveness and independence.
Nomination Committee
Committee membership
- Alison Brittain (Chair)
- Sir Will Adderley
- Ian Bull
- Ajay Kavan
- Katharine Poulter
- Marion Sears
- Vijay Talwar
- Dan Taylor
Role and principal duties
The Nomination Committee is responsible for leading the process for Board appointments, ensuring appropriate succession plans are in place, and overseeing the development of a diverse talent pipeline. Its principal duties include:
- reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, ensuring it remains effective and suited to the Company’s strategic priorities;
- ensuring plans are in place for an orderly succession to Board, Executive Team and senior leadership positions and overseeing the development of a diverse pipeline for succession;
- keeping under review the leadership needs of the business with a view to ensuring its continued ability to compete effectively in the marketplace;
- identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
- leading a rigorous and transparent process for Board appointments; and keeping under review demands on Directors’ time.
Remuneration Committee
Committee membership
- Ajay Kavan (Chair)
- Alison Brittain
- Ian Bull
- Katharine Poulter
- Vijay Talwar
- Dan Taylor
Role and principal duties
The Committee is responsible for determining the policy for Directors’ remuneration and setting the remuneration for the Chair of the Board, Executive Directors and members of the Executive Team in accordance with the Principles and Provisions of the Code. Its other principal duties include:
- establishing remuneration schemes that support alignment with long-term shareholder interests;
- designing remuneration policies and practices to support strategy and promote long-term sustainable success;
- reviewing the design of all share incentive plans for approval by the Board and for any such plans determine whether awards will be made each year; and
- reviewing workforce remuneration and related policies.
No member of the Committee ever participates in a discussion concerning his or her own remuneration.