Audit Committee

The Audit Committee comprises Catherine Birkett, Murray Legg,  Annette Barnes and Andrew Day. It is chaired by Catherine Birkett, who is currently the Chief Financial Officer at GoCardless Limited. Prior to that, Catherine has had a number of senior finance positions, including 14 years as Chief Financial Officer at Interoute Telecommunications.

The committee meets four times in the year with the external auditors in attendance. The committee is responsible for reviewing the Interim Report and the Annual Report and accounts and it oversees the controls necessary to ensure the integrity of the financial information reported to shareholders. The Audit Committee discusses the nature, scope and findings of the audit with the external auditors, and monitors the independence of the external auditors. The committee is also responsible for considering the appointment or re-appointment of external auditors and the audit fee. The terms for the Audit Committee are available for inspection on request.

The Audit Committee discharges its responsibilities through receiving reports from management and advisers, working closely with the auditors, carrying out and reviewing risk assessment and taking counsel where appropriate in areas when required to make a judgment.

The Audit Committee has considered the need for a separate internal audit function but due to the size of the Group and procedures in place to monitor both trading performance and internal controls, it was concluded that the costs of a separate internal audit department would outweigh the benefits.

In order to maintain the independence of the external auditors, the Board has determined that non-audit work will not be offered to the external auditors unless there are clear efficiencies and value added benefits to the Group. The Audit Committee annually reviews the remuneration received by the auditors for audit services and non-audit work. The outcome of this review was that the performance of this work by the auditors was the most cost effective and also that no conflict existed between such audit and non-audit work.

The full terms of reference can be found here: Terms of reference for the Audit Committee

Remuneration committee

The Remuneration Committee comprises of Annette Barnes, Murray Legg, Andrew Day and Julien Decot. Annette Barnes Chairs the Remuneration Committee. The Remuneration Committee is responsible for determining the service contract terms, remuneration and other benefits of the executive directors, details of which are set out in the Remuneration Report.

The full terms of reference can be found here: Terms of reference for the Remuneration Committee

Nomination Committee

The Nomination Committee was established to lead the process for appointments and manage succession plans for its executives. The committee is comprised of one Executive Director, three Non-Executive Directors, including the Chairman, with the casting vote going to Murray Legg, the Non-Executive Chair of the Nominations Committee. The Board is committed to ensuring that the Nomination Committee always consists of a majority of Non-Executive Directors.

The full terms of reference can be found here: Terms of reference for the Nomination Committee

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