The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have developed its procedures to comply with the principles set out in the Quoted Companies Alliance Corporate Governance Code 2018.
The Audit and Risk Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on and to ensure the Group’s key risks are identified and monitored. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit and Risk Committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors. The Audit and Risk Committee comprises at least two members of whom both shall be independent Non-Executive Directors and one shall have recent and relevant financial experience with competence in accounting or auditing. Where possible, one member will be a member of the Remuneration and Nomination Committee. The chair of the Audit and Risk Committee is Sally Tilleray and its other members are David Nelson, Ruby McGregor-Smith and Trevor Phillips.
The Remuneration and Nomination Committee (i) reviews the performance of the Executive Directors and senior managers, (ii) makes recommendations to the Board on matters relating to their remuneration and terms of service and (iii) develops and maintains procedures for making recommendations for appointments, reappointments and succession planning. The Remuneration and Nomination Committee also reviews gender pay data and make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration and Nomination Committee meets as and when necessary, but at least twice each year. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The Remuneration and Nomination Committee comprises at least two independent Non-Executive Directors and is chaired by a Non-Executive Director who is appointed by the Board in consultation with the two independent Non-Executive Directors. The Chair of the Board shall not be the Chair of the committee. The Chair of the Remuneration and Nomination Committee is Ruby McGregor-Smith, Independent Non-Executive Director and its other members are Joanne Cash, and Sally Tilleray, David Nelson, and Trevor Phillips. No director or manager is involved in any decisions as to their own remuneration (or that of his or her spouse in the case of Octavius Black and Joanne Cash).
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