Board Committees

The responsibilities of the Committee include:

• Reviewing and approving the remuneration strategy and policies of the Group;
• Reviewing the design and operation of long-term incentive plans and share option schemes;
• Ensuring that performance related compensation arrangements provide the appropriate balance between risk and reward;
• Taking account of regulatory and corporate governance developments relevant to remuneration;
• Setting an annual target for the percentage of revenues allocated to compensation and a profit share ratio to determine variable compensation;
• Monitoring the general pay and employment conditions of employees and the level and structure of remuneration for senior management;
• Determining the remuneration of each of the executive Directors.

To ensure the Committee is adequately informed of risks facing the Group and the management of those risks, the Chairman of the Committee serves on the Audit and Risk Committee.

View the Committee Terms of Reference

Biographical information for all committee members, can be viewed on the Board pages

Proposing appointments to the Board and recommending any other changes to the Board and its Committees fall within the responsibilities of the Committee. Other responsibilities include:

• Reviewing the size and composition of the Board and its Committees;
• Making recommendations to the Board with respect to the role, capabilities and time commitment for each appointment, giving due consideration to the balance of skills, experience and knowledge on the Board and the benefits of diversity;
• The procedure for the appointment of new Directors;
• Selecting and interviewing potential candidates for appointment to the Board and its Committees, for recommendation to the Board;
• Identifying and recommending suitable candidates for the roles of Chairman and Senior Independent Director;
• Developing and recommending appropriate criteria for Director independence;
• Ensuring that plans are in place for orderly executive and non-executive succession to the Board;
• Periodically reviewing the terms of appointment for non-executive Directors; and
• Conducting an annual review of the Committee's performance, periodically reviewing the adequacy of its terms of reference and recommending any changes to the Board.

View the Committee Terms of Reference

Biographical information for all committee members, can be viewed on the Board pages

The Board has delegated to this Audit and Risk Committee responsibility for overseeing the financial reporting and internal control of the Group and for maintaining an appropriate relationship with the Company's auditors.

The Committee seeks to encourage and safeguard high standards of integrity, financial reporting, risk management and internal controls.

Its responsibilities include:

Financial reporting related

• Monitoring the content and integrity of financial reporting; and
• Reviewing the appropriateness of accounting judgements.

External auditors

• Reviewing the external auditors; and
• Recommending the appointment of external auditors to the Board.

Risk and controls related

• Reviewing the Group's risk and control framework;
• Reviewing the Group's internal audit function;
• Reviewing the Group's regulatory reporting procedures and relationships with regulators; and
• Regularly considering emerging and thematic risks.

View the Committee Terms of Reference

Biographical information for all committee members, can be viewed on the Board pages

Nominations Committee

• Andrew Beeson (Chairman)
• Ashley Almanza
• Luc Bertrand
• Robin Buchanan
• Nichola Pease
• Lord Howard of Penrith
• Bruno Schroder

Renumeration Committee

• Lord Howard of Penrith (Chairman)
• Ashley Almanza
• Luc Bertrand

Audit and Risk Committee

• Ashley Almanza (Chairman)
• Robin Buchanan
• Nichola Pease
• Lord Howard of Penrith