The Board will meet regularly throughout the year. To enable the Board to perform its duties, each Director will have full access to all relevant information and to the services of the company secretary. If necessary, the Non-executive Directors may take independent professional advice at the Company’s expense within a budget approved by the Chairman.
The Board includes six Non-executive Directors. The Board has established and delegated specific responsibilities to the committees set out below.
The Remuneration Committee
The Remuneration Committee is comprised of three independent Non-executive Directors (currently being Mr. Ryalls Mr. Weyer and Mr. Pavez), is chaired by Mr. Pavez and will meet as required during the year. It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a whole and the performance of the Group.
The Audit Committee
The Audit Committee is comprised of three independent Non-executive Directors (currently being Sir Michael Jenkins, Mr. Ryalls and Mr. Pavez), is chaired by Sir Michael Jenkins and will meet at least twice a year. The Audit Committee will review the Company’s interim and annual financial statements before submission to the Board for approval. The Audit Committee will also review regular reports from management and the external auditors on accounting and internal control matters. Where appropriate, the Audit Committee will monitor the progress of action taken in relation to such matters. The Audit Committee will also recommend the appointment of, and will review the fees of, the external auditors.
The Nomination Committee
The Nomination Committee, is comprised of three Directors, a majority of whom are independent Non-executive Directors (currently being Sir Michael Jenkins, Mr. Weyer and Mr. O’Shaughnessy) is chaired by Mr. Weyer and will meet as required. The Committee will consider the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors and make appropriate recommendations to the Board.