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 meets at least three times a year and is responsible for determining the contractual terms, remuneration and other benefits of the Executive Directors. The Remuneration Committee comprises Michael Goddard, Andrew Borkowski and Nicholas Leeming, who acts as the Chairman.
The Audit Committee has two scheduled meetings a year. The Audit Committee comprises Nicholas Leeming and Andrew Borkowski, who acts as the Chairman. 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 for regularly reviewing the effectiveness of the Group’s 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.
During the year the Group’s external auditor provided non-audit services to the Group, including tax advice. The fees paid for these services are outlined in the Annual Report. The use of the external auditor for non-audit work has been carefully evaluated by the Audit Committee and was not considered to have impaired the external auditor’s independence and objectivity.