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          Governance & Committees

          The Board has established five committees: an Audit Committee, a Risk Committee, a Nomination Committee, a Remuneration Committee and a Disclosure Committee. If the need should arise, the Board may set up additional committees as appropriate.

          The Audit Committee is made up of a minimum of three members who are all Independent Non-Executive Directors and includes one member with recent and relevant financial experience. The UK Corporate Governance Code recommends that the Chairman of the Board should not be a member of the Audit Committee. The Audit Committee is chaired by Luke Savage.

          The Audit Committee will meet at least three times a year and otherwise as the chair shall require and as requested by the internal or external auditor. The Audit Committee has responsibility for, among other things, monitoring and reviewing the financial reporting process of the Group and the involvement of the auditors in that process. 

          The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company’s annual and half-yearly financial statements, making recommendations on the appointment, reappointment and removal of the external auditor, monitoring the independence of the external auditor, reviewing the objectivity and effectiveness of the audit process and reviewing the scope of the audit and non-audit work undertaken by the external auditor. 

          The terms of reference of the Audit Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Audit Committee to carry out its duties.
           

          The Risk Committee is made up of a minimum of three members who are all Independent Non-Executive Directors and includes members with experience with regard to risk management issues and practices. The UK Corporate Governance Code recommends that the Chairman of the Board should not be a member of the Risk Committee. The Risk Committee is chaired by Samantha Tymms.

          The Risk Committee will meet at least three times a year and otherwise as the chair shall require and as requested by the Director of Risk Management and Excellence. The Risk Committee has responsibility for, among other things, monitoring and reviewing the effectiveness of the Group’s internal control and risk management systems. 

          The duties of the Risk Committee include providing advice to the Board in relation to the assessment of the principal risks facing the Group, including management and mitigation of those risks and considering the effectiveness of the Group’s compliance function, as well as providing oversight and advice to the Board in relation to future risk strategy.

          The terms of reference of the Risk Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Risk Committee to carry out its duties.

           

          The Nomination Committee is made up of a minimum of three members, a majority of whom are Independent Non-Executive Directors. The Nomination Committee is chaired by the Chairman of the Board.

          The Nomination Committee will meet at least twice per financial year of the Company and otherwise as the chair shall require.

          The Nomination Committee assists the Board in reviewing the structure, composition and make-up of the Board and any committees of the Board, succession planning, evaluating the balance of skills, experience, independence and knowledge on the Board and leading the process for board appointments and making recommendations to the Board on such matters. It is also responsible for assisting with any evaluation process to assess the overall and individual performance of the Board and its committees and reviewing the policies on diversity and progress on achieving objectives under the policy.

          The terms of reference of the Nomination Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Nomination Committee to carry out its duties.

          The Remuneration Committee is made up of a minimum of three members, all of whom are Independent Non-Executive Directors. The UK Corporate Governance Code recommends that (i) the Chairman of the Board should not be a member of the Remuneration Committee if he was not ‘‘independent’’ on appointment and, in any case, should not chair the Remuneration Committee and (ii) before appointment as chair of the Remuneration Committee, the appointee should have served on a remuneration committee for at least 12 months. The Remuneration Committee is chaired by Teresa Colaianni.

          The Remuneration Committee will meet at least four times a year and otherwise as the chair shall require.

          The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on remuneration, determining the individual remuneration packages, including pension rights and any compensation payments of each of the Company’s Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Partner Directors and senior management team. The Remuneration Committee is also responsible for considering and making recommendations to the Board with regard to the design and targets in relation to share plans and equity incentive plans and reviewing the ongoing appropriateness and relevance of the remuneration policies of the Group.

          The terms of reference of the Remuneration Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Remuneration Committee to carry out its duties.

          The Disclosure Committee includes all Directors of the Company and is chaired by Sir Nigel Knowles. The Disclosure Committee is not a requirement of the UK Corporate Governance Code but is considered best practice by the Group.

          The duties of the Disclosure Committee include procuring the timely and accurate disclosure of all information that is required to be disclosed to meet its legal and regulatory obligation as a company admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange. The Disclosure Committee will meet as frequently as is necessary or appropriate to fulfil its responsibilities.

          The terms of reference of the Disclosure Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Disclosure Committee to carry out its duties.