Chair
Nick Backhouse

Members
Claire Tiney
Ivan Schofield

The Audit Committee’s role is to establish formal and transparent arrangements for the application of corporate reporting, risk management and establishing and monitoring the principles of internal controls, including reviewing the Group’s annual and half-yearly reports, considering the scope of the annual audit and reviewing the findings of the audit undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The Audit Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules, the Directors’ duties contained in the Companies Act 2006 and any other applicable rules.

Audit Committee Terms of Reference

Chair
Peter Boddy

Members
Nick Backhouse
Claire Tiney
Ivan Schofield

The Nomination Committee’s role is to develop and maintain a formal, rigorous and transparent procedure and to lead the process for Board appointments and reappointments. It will identify and nominate for the approval of the Board candidates to fill Board vacancies as and when they arise, recommend appointments of both Executive and Non-Executive directors to the Board and also be responsible for periodically reviewing the Board’s structure, size and composition. The appointments will be based on merit and against objective criteria, including the time available to, and the commitment which will be required of, the potential Director. It will also be responsible for formulating plans for succession for both Executive and Non-Executive Directors and in particular for the key roles of Chairman and Chief Executive.

Nomination Committee Terms of Reference

This is our Board Diversity Policy.

Chair
Claire Tiney

Members
Nick Backhouse
Ivan Schofield

The Remuneration Committee assists the Board in determining the Group’s remuneration policies for the Chairman and for each of the Executive Directors and recommends and monitors the level and structure of remuneration for senior management. The Remuneration Committee will also review the design of all share incentive plans for approval by the Board and shareholders and determine the policy for, and scope of, pension arrangements for each Executive Director and other senior management.

Remuneration Committee Terms of Reference