Board Committees

The Board delegates matters to Board Committees. Clearly defined terms of reference and written limits support these delegations.

The Audit Committee

The Audit Committee is responsible for assisting the Board in discharging its responsibilities in relation to the disclosure of the financial affairs of the Group. The Committee focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board.

The Audit Committee operates under delegated authority from the Board and its terms of refence can be found here.

The Group Audit Charter of the Group Audit team, which reports to the Audit Committee, can be found here.

 

Key responsibilities

  • Monitors the integrity of the Group’s financial statements
  • Oversees and challenges the effectiveness of the Group’s systems of financial and other controls
  • Monitors the work and effectiveness of the Group’s internal and external auditors and actuaries
  • Meets privately with the External Auditor and Group Head of Audit in the absence of management
  • The chair of the Audit Committee has regular one-to-one meetings with the CFO

 

Members:

Gregor Stewart, Independent Non-Executive Director (Chair)

Fiona McBain, Independent Non-Executive Director

Jane Hanson, Independent Non-Executive Director

Mark Gregory, Independent Non-Executive Director 

The audit function is overseen by a fully independent committee of the board of directors, which meets market standards.

During the year, the Committee approved fees of £0.7 million to Deloitte for services unrelated to audit work. The following is a breakdown of fees paid to Deloitte for the year ended 31 December 2018.

2018 Fees
£m
Proportion
Audit fees
1.9
70%

Audit-related assurance services

0.1
4%
Other assurance fees 0.1 4%
Non-audit fees
0.6
22%
Total fees for audit and other services
2.7
100%

The non-audit fee of £0.6 million related primarily to assurance activities on IT projects in relation to the development of new systems.

The Board Risk Committee

The Board Risk Committee is responsible for providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group and future risk strategy, including determination of risk appetite and tolerance. It also has responsibility for reviewing and approving various formal reporting requirements and promoting a risk awareness culture within the Group.

The Board Risk Committee operates under delegated authority from the Board and its terms of reference can be found here.


Members:

Jane Hanson, Independent Non-Executive Director (Chair)

Dr Richard Ward, Independent Non-Executive Director and Senior Independent Director

Gregor Stewart, Independent Non-Executive Director

The Remuneration Committee

The Remuneration Committee is responsible for the setting and oversight of the remuneration policy for the Group. The Committee is also responsible for considering senior executive remuneration, including pension rights and any compensation payments, recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance-related, schemes.

The Remuneration Committee operates under delegated authority from the Board and its terms of reference can be found here.

Statements made in accordance with s430(2B) of Companies Act 2006 can be found below:

Paul Geddes
John Reizenstein

Members:

Danuta Gray, Independent Non-Executive Director (Chair)

Mike Biggs, Chairman 

Mark Gregory, Independent Non-Executive Director

Sebastian James, Independent Non-Executive Director

The Nomination Committee

The Nomination Committee is responsible for considering and making recommendations to the Board, Board Committees and chairmanship of the Board Committees. In addition, the Committee is responsible for keeping the structure, size and composition of the Board under regular review, and making recommendations to the Board with regard to any changes necessary. The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.

The Nomination Committee operates under delegated authority from the Board and its terms of reference can be found here.
 

Members:

Mike Biggs, Chairman (Chair)

Dr Richard Ward, Independent Non-Executive Director and Senior Independent Director

Danuta Gray, Independent Non-Executive Director

The Corporate Social Responsibility ("CSR") Committee

The CSR Committee monitors the implementation of the CSR strategy through regular updates on the different focus areas and challenges the robustness of, and progress against, targets relating to each strand of the CSR strategy. The Committee also ensures that best practice and thinking across the market is also considered as part of the Group’s own CSR approach. The Chair of the Committee reports to the Board on its proceedings after each meeting.


The CSR Committee operates under delegated authority from the Board and its terms of reference can be found here.

 

Members:

Sebastian James, Independent Non-Executive Director (Chair)

Jane Hanson, Independent Non-Executive Director

Penny James, Chief Executive Officer

Simon Linares, Human Resources Director 

Board CSR Committee

  • Comprises two Non-Executive Directors and two members of the Executive Committee
  • Oversight of the Group strategy, policy and programme
  • Reports to the full Board on a quarterly basis

CSR Advisory Group

  • Chaired by a member of the Group Executive Committee and comprises senior managers
  • Responsible for delivering the CSR programme
  • Ensures key stakeholder interests are represented

Group Sustainability Team

  • Functional responsibility for the development and execution of the Group’s CSR strategy
  • Co-ordination of all CSR activity for the Group
  • Manages internal and external communications, reporting and benchmarks

The Investment Committee

The Investment Committee provides oversight of the Group’s investment strategy. In addition it also oversees the management and performance of the Group’s investment portfolio.


The Investment Committee operates under delegated authority from the Board and its terms of reference can be found here.


Members:

Mark Gregory, Independent Non-Executive Director (Chair)

Jane Hanson, Independent Non-Executive Director

Penny James, Chief Executive Officer