Summary of Committee attendance
||Audit Committee attendance
||Remuneration Committee attendance
|John Shepherd (appointed 1 April 2015)
|Peter Lawrence (retired 3 June 2015)
Figures in brackets denote the maximum number of meetings that could have been attended.
The Committee’s key objectives are the provision of effective financial governance and assistance to the Board in ensuring the integrity of the Group’s financial reporting. The Committee oversees the external audit process and reviews the Group’s risk management framework, the effectiveness of its risk management processes and the system of internal control.
Details of the Audit Committee membership in the year and the number of Audit Committee meetings attended in respect of 2015 are given above. The Committee meetings are also attended by invitation, by other members of the Board and other senior executives as required in order to ensure that all the information required by the Audit Committee for it to operate effectively is available. Representatives of the Group’s external auditor meet with the Audit Committee at least twice a year without any Executive Directors or other Company management being present.
Role of the Committee
The primary responsibilities of the Committee are to:
- To monitor the integrity of the financial statements of the Group and any formal announcements relating to the Group’s financial performance and review significant financial reporting judgements contained therein;
- To consider whether in its view the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary to assess the Group’s performance, business model and strategy, the ultimate approval of which is decided by the Board;
- Review the effectiveness of the Group’s financial reporting and the internal control and risk management policies and systems;
- Review annually, the need for an internal audit function;
- Make recommendations to the Board for a resolution to be put to shareholders for their approval in general meeting, on the appointment of the external auditor and approval of its remuneration and terms of engagement;
- Review the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
- Review the appropriateness of accounting policies;
- Develop and implement a policy on the engagement of the external auditor to supply non-audit services, taking into account relevant guidance regarding the provision of non-audit services by the external audit firm; and
- Review the arrangements by which staff, may in confidence, raise concerns about possible improprieties.
The Remuneration Committee’s policy is to attract and retain individuals of the highest calibre by offering remuneration competitive with comparable publicly quoted companies, and to drive the Group’s financial performance by providing arrangements which fairly and responsibly reward individuals for their contribution to the success of the Group. Performance-related bonuses and long term equity based remuneration linked to demanding targets represent a significant proportion of Executive Directors’ potential remuneration, which aligns the interests of the individuals with those of the shareholders.
Key remuneration decisions for 2015
The Committee continues to seek to ensure that the remuneration of Executive Directors, as well as the wider senior management team, is sufficient to attract, retain and motivate quality individuals. The key decisions made by the committee in relation to 2015 include:
- to consider and make recommendations to the Board on the policy for the remuneration package of the Executive Directors
- to determine the whole remuneration package for Senior Executives
- to recommend to the Board the remuneration package for the Chairman
- to determine the terms and conditions of service contracts for Senior Executives
- to determine the design, conditions and coverage of the annual long-term incentive schemes for Senior Executives and to approve total and individual payments under these schemes
- to determine targets for any annual and long-term incentive schemes
- to determine the issue and terms of all share-based plans available to all employees
- to determine compensation in the event of termination of service contracts of any of the Senior Executives