The Board has established Audit, Nomination and Remuneration Committees each of which comprises a majority of independent directors.
Board Governance structure
The Remuneration Committee advises the Board on overall remuneration policy. It also determines, on behalf of the Board, and with the benefit of advice from external consultants and members of the Human Resources Department, the remuneration of the Executive Directors and other members of the Group Management Board.
The Remuneration Committee formulates and applies the Company policy with consideration to the prevailing economic climate in the major economies within which the Group operates. It also observes the spirit of the Group’s core values which cultivate responsible leadership in the external and internal social environment. Consequently the Committee closely considers the Company’s performance in building both shareholder value and a secure future for all stakeholders.
The activities of the Committee are governed by Remuneration Committee Terms of Reference.
Remuneration Committee Terms of Reference (113KB PDF)
The Nomination Committee meets to consider and recommend the appointment of new Board members. Nominations are made following extensive search for suitable candidates by an external agency. Consideration is given to the balance of skills, experience, independence, diversity, how the Board works as a unit and the collective knowledge of the Board when preparing a description of the role and the capabilities required. Consideration is also given to whether the candidates would have sufficient time available to devote to their duties and whether they meet the independence criteria laid out in the provisions of the UK Corporate Governance Code.
The Nomination Committee also meets to consider succession planning.
The activities of the Committee are governed by Nomination Committee Terms of Reference.
Nomination Committee Terms of Reference (209KB PDF)
The Audit Committee’s duties include:
Monitoring the integrity of the financial statements of the Company and formal announcements relating to the Company’s financial performance and reviewing the significant financial reporting judgments contained therein.
Reviewing the Company’s internal control and risk management systems, including presentations from sector, regional and functional management.
Agreeing in advance the work of Group Audit Services and reviewing the results of the work undertaken.
Considering the appointment, re-appointment and removal, approval of remuneration and terms of engagement of the external auditor.
Reviewing the policy for the engagement of the external auditor to supply non-audit services.
Reviewing and revising the Committee’s terms of reference.
The Chief Financial Officer, the Director of Group Audit Services & Risk and the external auditor are normally invited to meetings and other Directors, including the Chief Executive and the Non-Executive Directors, may also attend. The Audit Committee meets with the external auditor without management present and also meets with the Director of Group Audit Services without management present.
The activities of the Committee are governed by Audit Committee Terms of Reference.
Audit Committee Terms of Reference (225KB PDF)