Committees of the Board

Management Committee

The main committee of the Board is the Management Committee, which is responsible for enhancing the efficiency and quality of operational decision-making within the Company and providing a forum for discussing and recommending to the Board, and, if approved, implementing, strategic and other business initiatives for the Company. The Management Committee consists of the chairman (Chair), the deputy chairman, the group managing directors, the finance director and the director for North America. It meets at least once every two weeks, often weekly, by telephone conference call. At these meetings there is a discussion on the market and commercial policies and attention is focused on specific problem areas or policy changes.

Remuneration Committee

The Remuneration Committee comprises the chairman (Chair), Vice-President Finance, non-executive director and Vice-President HR. It meets at least twice a year to review matters relating to remuneration policy, share options, performance-related pay schemes and executive directors’ rewards.

All executive directors are employed on a rolling contract basis with no more than 12 months’ notice. Their remuneration package consists of:

  • A basic salary, subject to annual review, reflecting the individual director’s experience and responsibilities
  • An annual discretionary bonus which takes account of both individual performance and the Group’s results after charging for the use of shareholders’ funds;
  • Benefits in kind;
  • A non-contributory pension scheme related to basic salary; and;
  • Share options – the Company operates various share option schemes.

Benefits in kind for executive directors are essentially the same as those awarded to senior permanent employees in the locations where each respective executive director is employed.

Audit Committee

It is the Board’s responsibility to establish systems of internal financial control. To the extent permitted by law, this responsibility is delegated to the Audit Committee. The members of the Audit Committee are the non-executive director (Chair) and the Vice-President Finance. The Audit Committee is responsible for the relationship with the Group’s external auditors and the review of the Group’s financial reporting and internal controls. It also reviews the independence and objectivity of the external auditors. The Committee meets at least twice a year. The Group internal auditor reports to this committee.