governance

The audit committee is chaired by Christopher Rogers, and its other members are Andy Duncan and Orna Ni-Chionna. The audit committee will meet not less than three times a year and will be responsible for, amongst other things, monitoring the integrity of the Group's financial statements and reviewing the summary of its financial statements.

It has responsibility for reviewing the effectiveness of the Group's system of internal controls and risk management systems. It also oversees the Group's relationship with its external auditors and reviews the effectiveness of the external audit process. The committee gives due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the Listing Rules. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board. The Board considers that Christopher Rogers has recent and relevant financial experience. Further details are set out in Christopher Rogers’ biography in the Management and Board section.

Download the Audit Committee Terms of Reference

The remuneration committee is chaired by Orna Ni-Chionna, and its other members are Christopher Rogers and Andy Duncan.

The remuneration committee will meet not less than three times a year and has the responsibility of making recommendations to the Board on the Group's policy on the remuneration of senior management and for the determination, within agreed terms of reference, of the remuneration of the CEO and of specific remuneration packages for each of the executive directors and the members of senior management, including pension rights and compensation payments if any. The remuneration committee also ensures compliance with the Combined Code in this respect.

Download the Remuneration Committee Terms of Reference

The nomination committee is chaired by Philip Rowley, and its other members are Christopher Rogers, Andy Duncan and Orna Ni-Chionna.

The nomination committee meets as and when required. It has the responsibility for succession planning and for making recommendations to the Board on the composition of the Board and its committees; for retirements and appointments of additional and replacement directors; as well as for ensuring compliance with the Combined Code.

The Company has adopted a code of dealing in relation to its ordinary shares, to ensure compliance with the Model Code as published in the Listing Rules. The code applies to the directors and other relevant employees of the Company.

The Articles of Association set out the internal regulation of the Company and cover such matters as the rights of shareholders, the appointment or removal of directors and conduct of Board and general meetings.

Amendments to the Articles of Association must be approved by at least 75% of those voting in person or by proxy at a general meeting of the Company. Subject to company law and the Articles of Association, the directors may exercise all the powers of the Company and may delegate authorities to committees.

Download the Articles of Association

The Board places high importance on maintaining good relationships with shareholders and ensures that, through its investor relations programme and website, all investors are kept informed of significant developments.

Members of the senior management team meet regularly with institutional shareholders and analysts. Major institutional shareholders are given the opportunity to meet with the Chairman and the Senior Independent Director. In addition, the Directors welcome the opportunity to meet private investors at the Company’s general meetings. The views of the shareholders are reported to the Board as and when appropriate.