Board of directors
The Board is led by Norman Blackwell (Lord Blackwell), non-executive Chairman, and has four executive and four non-executive directors. Adrian Ringrose is the Chief Executive.
Chairman
Board committees
The board has three principal committees:
Executives
Non-Executives
Board committees
Audit committee
The Committee consists entirely of independent non-executive directors and meets at least four times a year. It meets with the Chief Executive and Group Finance Director, as well as privately with both the external and internal auditors.
In summary the Committee:
- Reviews and advises the board on the Group's annual and half-yearly financial statements, interim management statements and trading updates.
- Provides an independent overview of the systems of internal control, risk management and financial reporting.
- Monitors the work of the internal and external auditors.
- Reviews and monitors the independence and objectivity of the Company's external auditors.
- Reports to the board on the work that it has carried out.
The terms of reference of the Committee include all matters indicated by the Combined Code.
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Nomination committee
The Committee consists of the Group Chairman, the Chief Executive, the Senior Independent Director and at least two other members. It meets at least once in each financial year.
In summary, the Committee:
- Keeps the board structure, size, composition, balance of skills and knowledge and experience (both executive and non-executive) under review and makes recommendations for change to the board
- Identifies and recommends potential new appointee directors to the board when vacancies arise
- Assesses and communicates to potential appointees to the board an appreciation of the time commitment required by the role and obtains verification that such appointees are able to devote sufficient time to the role
- Makes recommendations to the board concerning plans for succession for both executive and non-executive directors and the re-appointment, proposal for re-election and the continuation in office of any director
- Makes recommendations to the board on the membership and chairmanship of board committees
The terms of reference of the Committee include all matters indicated by the Combined Code.
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Remuneration committee
The Committee consists entirely of independent non-executive directors and meets at least once in each financial year. The Committee consults with the Group Chairman and/or Chief Executive, who also have the right to address any meeting of the Committee, except where specifically personally conflicted.
In summary, the Committee:
- Sets the remuneration policy and determines the remuneration and benefits of the executive directors, the Company Secretary and, in conjunction with the executive directors, the Group Chairman.
- Determines the conditions and terms of service agreements of the executive directors and, in conjunction with the executive directors, the terms of appointment of the Group Chairman.
- Determines the conditions and terms of service for and, recommends and monitors the level and structure of remuneration for senior management.
- Sets the performance conditions for, determines any awards of and administers the exercise of any awards or share options granted under any of the Company's share incentive plans.
- Determines the policy and approval process for the executive directors and other senior management taking-up external non-executive appointments.
- Reports to the board on the work that it has carried out.
The terms of reference of the Committee include all matters indicated by the Combined Code.
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