Board Committees

Audit Committee

This comprises the Non-Executive Directors, Mr A P Shearer (Chairman), Ms B P Blow and Mr G Brady. Members of the Audit Committee have broad financial experience which the Board considers appropriate to enable the Committee to carry out its responsibilities.

The Audit Committee, which reports to the Board, is responsible for reviewing accounting policies and reporting requirements, ensuring the maintenance of accounting systems and controls and ensuring that the audit processes are effective.

The Committee monitors the controls that are in force and any perceived gaps in the control environment. It also considers and determines relevant action in respect of any control issues raised by the external auditors.

The external auditors and by invitation, the Finance Director attended the meetings of the Committee.

The Audit Committee oversees the relationship with the external auditors. In managing this relationship the Committee determines the scope of the non-audit services, which currently is limited to advisory and compliance work and company secretarial services. UHY Hacker Young LLP do not advise the Group in respect of taxation matters or conduct due diligence assignments for potential acquisitions and they are not auditors of the Company's principal overseas subsidiaries. When considering the re-appointment re-appointment of the Company's external auditors before making a recommendation to the Board to be put to the shareholders the Committee reviewed and monitored the external auditor's independence and objectivity and the effectiveness of the audit process. and the Committee has recommended that UHY Hacker Young LLP be re-appointed as auditors at the 2011 Annual General Meeting.

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Remuneration Committee

This comprises the Non-Executive Directors, Mr G Brady (Chairman), Ms B P Blow and Mr A P Shearer.

The principal duties of the Remuneration Committee are to consider all aspects of Directors' remuneration. Its policy is to establish remuneration packages, which enable the Company to attract, retain and motivate Directors with the necessary skills and experience. The Remuneration Committee considers that a part of Directors' remuneration should be performance related and provides this through awards under the Executive Share Option Schemes and a cash bonus scheme. Details of the remuneration policy are set out in the Remuneration Report in the Annual Report and Accounts.

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Nomination Committee

This comprises Directors Ms B P Blow (Chairman), Mr A P Shearer and Mr M Ashley. This committee, which reports to the Board, is primarily responsible for the appointment of Directors and succession planning.

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