Committees

Committees

Audit Committee

The Company Board has established an Audit Committee with the role and responsibilities described in the Combined Code. Membership of the Committee comprises the board's two non-executive directors, Bridget Guerin and David Pusinelli. The Committee meets on a quarterly basis.

The Committee is responsible for monitoring and reviewing the effectiveness of the Group's internal audit function and considering reports from internal audit on internal controls and risk management. It is also responsible for ensuring an objective and professional relationship is maintained with the Group's external auditors.

The role of the Audit Committee includes reviewing the independence and the nature of non-audit services supplied and non-audit fee levels relative to the audit fee. The Committee is satisfied that the independence of the auditors has not been impaired by providing these services.

Remuneration Committee

In accordance with the Combined Code, the Remuneration Committee was established to ensure that there is a formal and transparent procedure in place to monitor the remuneration of executive directors. The membership comprises the Board's two non-executive directors, Bridget Guerin and David Pusinelli. The Committee meets bi-annually.

The Committee's function is to agree a broad framework for the remuneration of executive directors and ensure that this is reviewed on a regular basis. The Committee will also review the share incentive scheme, any performance-related pay schemes and pension arrangements. The Committee will prepare a report on remuneration policy and practices to be included in the Company's Annual Report.

Nomination Committee

The Nomination Committee establishes a clear policy for the appointment of new directors and the monitoring of the performance of existing executives. The Committee's role is to monitor the effectiveness of the Board as a whole and to consider whether it comprises of an appropriate balance of experience, knowledge and independence.

The membership comprises of the Board's two non-executive directors, Bridget Guerin and David Pusinelli and the Chairman, Sir David Howard Bt. The Committee meets bi-annually.

The Committee is responsible for the evaluation of new appointments to the Board, succession planning for existing directors and the termination of director service contracts. The Committee will prepare a report to be included in the Company's Annual Report.