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BOARD COMMITTEES

 

The Board has a number of standing committees or sub-committees, to which various matters are delegated in accordance with their respective terms of reference.  The Board also establishes committees on an ad hoc basis to deal with particular matters as and when thought fit.  In doing so, it specifies a remit, quorum and appropriate mix of executive and non-executive participation.  Further information on the committees and their terms of reference are outlined below.

Group Audit and Risk Committee

Members: Richard Pym Chairman; Nigel Andrews; Mike Arnold; Rudi Bogni; Russell Edey; Bongani Nqwababa

The Committee is responsible for monitoring the integrity of the financial statements of the Company and any formal announcements relating to its financial performance. It also reviews the Company's internal financial controls. In addition, it monitors the independence and effectiveness of the Company's internal and external audit function and receives reports on risk. The Committee is chaired Richard Pym and it meets about five times per year.

Remuneration Committee

Members: Rudi Bogni Chairman; Nigel Andrews; Richard Pym; Russell Edey

The Committee is responsible for determining the remuneration, incentive arrangements, benefits and any compensation payments of the executive directors. It also determines the remuneration of the Chairman of the Board and monitors and approves the level and structure of the remuneration of senior management who report directly to the Group Chief Executive, together with the Company Secretary. In addition, it reviews, monitors and approves or recommends for approval, share incentive arrangements of the Company.

The committee is chaired by Rudi Bogni and it meets about four times per year.

Nomination Committee

Members: Christopher Collins Chairman; Julian Roberts; Nigel Andrews; Rudi Bogni; Richard Pym; Russell Edey

The Committee makes recommendations to the Board in relation to the appointment of directors, the structure of the Board and membership of the Board's main standing committees.

It also reviews development and succession plans for the most senior executive management of the Group and proposed appointments to the boards and standing committees of principal subsidiaries when these are material in the context of the Group as a whole.

The Committee is chaired by Chris Collins and meets about four times per year.

Approvals Committee

Members: Philip Broadley; Julian Roberts

The Approvals Committee (formerly known as the Executive Committee) is a committee comprising the executive directors of the Company, to which executive control and decision-making are delegated, subject to reservation of matters that require approval by the Board itself. A quorum comprises two of the executive directors.

Group Capital Management Committee

The Group Capital Management Committee is a sub-committee of the Approvals Committee. Its role is: (i) to agree capital allocation up to the delegated authority of the Approvals Committee, or make recommendations to the Board for allocations in excess of the Approvals Committee's authority; (ii) to recommend to the Board the most appropriate capital structure for the Group having regard to long-term strategic objectives, the current business plan, risk appetite parameters and target credit ratings; (iii) to sign off a capital plan for the Group as part of the annual business planning process; (iv) to allocate capital in accordance with the business plan; (v) to approve the overall investment strategy of the Group's shareholders' funds; (vi) to set an appropriate framework for managing capital and to issue guidelines and/or recommend targets in order to ensure the appropriate management of capital; (vii) to receive reports from Group Finance, Group Risk and business units so that it can monitor performance against agreed criteria; and (viii) to consider and approve any changes in required capital outside that agreed in the business plan, including the remittance or withdrawal of capital from business units.

The Committee meets about four times per year.