The Board has delegated specific responsibilities to the Audit and Remuneration Committees. Given its relatively small size, the Board as a whole fulfils the function of the Nominations Committee. The Board considers that all the members of each Committee have the appropriate experience and none of them have interests which conflict with their positions on the Committees. All Board Committees have their own terms of reference, which are available from the Company Secretary upon request.
The Remuneration Committee has two scheduled meetings a year and is responsible for determining the contractual terms, remuneration and other benefits of the Executive Directors. The Remuneration Committee comprises Mike Goddard, Andrew Borkowski and Michael Stoop, who acts as the Chairman.
The Audit Committee has three scheduled meetings a year. The Audit Committee comprises Andrew Borkowski, who acted as the Chairman, and Michael Stoop. Andrew Borkowski is considered to have recent and relevant financial and legal knowledge and experience.
The Audit Committee is responsible for ensuring the integrity of the financial statements of the Group and the effectiveness of the Group’s underlying internal controls.
The Audit Committee will make recommendations to the Board on the appointment, re-appointment and removal of the external auditor, taking into account the cost effectiveness, independence and objectivity of the external auditor. The Committee meets with the external auditor for the purpose of discussing matters relating to the financial reporting, accounting policies and internal controls of the Group.
The use of the external auditor for non-audit work is always carefully evaluated by the Audit Committee so as to ensure that the external auditor’s independence and objectivity is not impaired.