The Audit Committee is integral to the Group’s governance framework and continues to keep its activities under review to reflect regulatory developments and best practice. The Audit Committee advises the Board on financial reporting, viability and going concern and whether the Annual Report provides the shareholders with the information necessary to assess the Group’s performance. It also monitors risks, risk mitigation and internal control.

The Audit Committee is chaired by Ron McMillan and its other member is Angela Luger, both of whom are independent Non-Executive Directors. Two members constitute a quorum and the Committee must include one financially qualified member with recent and relevant financial experience. The Committee Chair fulfils this requirement. All members are expected to have an understanding of financial reporting, the Group’s internal control environment, relevant corporate legislation, the roles and functions of internal audit and external audit and the regulatory framework of the business.

Although not members of the Committee, Alan Smith, as Group Chairman, Steve Carson, as CEO, and Chris Muir, as CFO, attend meetings, together with representatives from the internal audit function and the external auditors.

The key responsibilities of the Audit Committee are:

• Monitors the quality and effectiveness of the external and internal auditors;
• Reviews and monitors the integrity of the financial statements and any formal announcements relating to financial performance;
• Assists the Board with the development and execution of a risk management strategy, risk policies and current and emerging risk exposures, including the maintenance of the Group risk register; and
• Monitors the adequacy and effectiveness of the Group’s internal financial controls and internal control and risk management systems.

The primary purpose of the Nomination Committee is to lead the process for Board appointments, ensure plans are in place for orderly succession for both the Board and senior management and oversee the development of a diverse pipeline for succession.

The Nomination Committee is chaired by Alan Smith and it’s other members are Ron McMillan and Angela Luger, both of whom are independent Non-Executive Directors. The Executive Directors also attend Committee meetings by invitation. The Committee is supported by the Company Secretary.

The key responsibilities of the Nomination Committee are:

• Reviewing the structure, size and composition of the Board, including the balance of Executive and Non-Executive Directors;
• Putting in place plans for the orderly succession of appointments to the Board and to senior management positions;
• Overseeing the development of a diverse pipeline for succession, having regard to diversity of gender, social and ethnic backgrounds, cognitive and personal strengths;
• Identifying and nominating candidates for the approval of the Board, to fill Board vacancies when they arise; and
• Formally and rigorously reviewing and evaluating the performance of the Board, each Board Committee, the Chair of the Board and each individual Director.

The Remuneration Committee recommends what policy the Group should adopt on executive remuneration, determines the levels of remuneration for each of the Executive Directors and recommends and monitors the remuneration of members of the Senior Management. The Remuneration Committee will also generate an annual remuneration report to be approved by the shareholders of the Company at the annual general meeting.

The Remuneration Committee is chaired by TBC and it’s other members are Alan Smith and Angela Luger, all of whom are independent Non-Executive Directors. The Committee may invite the Executive Directors or other members of the senior management team to attend meetings and assist the Committee in its deliberations as appropriate. No person is present during any deliberations relating to their own remuneration or involved in determining their own remuneration.

The key responsibilities of the Remuneration Committee are:

• To determine the policy for the Group on executive remuneration and sets remuneration for the Chair, the Executive Directors and senior management;
• Review workforce remuneration and related policies and the alignment of incentives and rewards with culture, and taking these into account when setting the policy for Executive Director remuneration;
• Review the design of all share incentive plans for approval by the Board and/or shareholders; and
• To determine and monitor any share ownership requirements for the Executive Directors and senior management including post-employment requirements.