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Committees’ responsibilities and activities

The Board is responsible for all corporate governance matters including the establishing of Board Committees and approving their terms of reference.

The Board Committees comprise of the following:

The Company’s Audit and Risk Committee is chaired by Clive Watson with Carol Hui, Pauline Lafferty and Helen Miles being members of the committee. The Audit and Risk Committee undertakes all functions that would normally be delegated to an Audit and Risk Committee including:

  • Review the annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, Stock Exchange and legal requirements;
  • Receive and consider reports on internal financial controls, including reports from the auditors and report their findings to the Group Board;
  • Consider the appointment of the auditors and their remuneration including reviewing and monitoring of independence and objectivity;
  • Meet with the auditors to discuss the scope of the audit, issues arising from their work and any matters the auditors wish to raise;
  • Develop and implement policy on the engagement of the external auditor to supply non-audit services;
  • Review the Group’s corporate governance procedures and any statement on internal control prior to endorsement by the Group Board; and
  • Consider the need for and scope of any internal audit work and approve and monitor any internal audit programme.

The full terms of reference of the Audit and Risk Committee can be accessed here and the Committee’s report for 2021 can be found on pages 82 – 86 of the Company’s latest Annual Report.

The Company’s Remuneration Committee is chaired by Pauline Lafferty with Carol Hui, Helen Miles and Clive Watson being members of the committee. The Remuneration Committee is responsible for the establishment of appropriate employee incentives and share option schemes, and ensures that the remuneration of executive directors, non-executive directors and other key management are relevant to the industry and market in which the Group operates.

The full terms of reference of the Remuneration Committee can be accessed here and the Committee’s report for 2021 can be found on pages 87 – 102 of the Company’s latest Annual Report.

The Company’s Nomination Committee is chaired by the Chairman of the Company except when it is dealing with matters relating to his own appointment. The membership of the Committee comprises Carol Hui, Pauline Lafferty, Helen Miles, and Clive Watson.

The full terms of reference for the Nomination Committee can be found here and the Committee’s report for 2021 can be found on pages 103 - 104 of the Company’s latest Annual Report.

The Company’s Sustainability Committee is chaired by Carol Hui. The membership of the Committee comprises Amit Bhatia, Pauline Lafferty, Helen Miles, and Clive Watson. The duties of the Sustainability Committee are to review the strategies, policies and performance of the Group in relation to sustainability, and to drive improvement in this area as appropriate.

The full terms of reference for the Sustainability Committee can be found here.

The Company’s Disclosure Committee is an operational committee of the Company, rather than a committee of the Board, and is chaired by Amit Bhatia. The membership of the Committee comprises Rob Wood, James Brotherton, and James Atherton-Ham. The Committee has responsibility for overseeing the disclosure of information by the Company to meet its obligations in law and under the AIM Rules.

The full terms of reference for the Disclosure Committee can be found here.


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