The Board has established audit and remuneration committees, as described below. No separate nominations committee has been established. A Nominations Working Group comprised of non- executive directors provides advice and guidance on the selection of candidates; the full Board acts as a nominations committee when changes to the Board of directors are proposed.
The Audit Committee is chaired by Michael Higgins. In January 2015, James Ede-Golightly was added as a member of the Committee. Subsequently, at the end of the 2015 AGM, Dr. Webb, who had taken on executive responsibilities in January 2015, stepped down, having been a member of the Committee since September 2013. The Audit Committee is made up solely of independent non-executive directors.
The Committee provides a forum for reporting by the Group’s auditor and reviews the Group’s budget and its interim and final financial statements before their submission to the Board. The Committee also monitors the Group’s risk management and internal control practices and reports to the Board on these. The Committee advises the Board on the appointment of the external auditor and on its remuneration, both for audit and non-audit work. It also discusses the nature and scope of the audit with the auditor.
The Audit Committee has sole responsibility for assessing the independence of the external auditor, BDO LLP. Each year, the Committee seeks reassurance that the external auditor and its staff have no family, financial, employment, investment or business relationship with the Group. The Committee requires the external auditor and its associates to confirm this in writing, and detail the procedures which the auditor has carried out in order to make this confirmation. The Committee also ensures that all partners engaged in the audit process are rotated at least every five years, and assesses the likely impact on the auditor’s independence and objectivity before awarding it any contract for additional services. It is Group policy to require Audit Committee approval for all non-audit services provided by the independent auditor.
The consideration of auditor independence is a standing agenda item at each Audit Committee meeting.
The members of the Remuneration Committee are James Ede-Golightly (Chairman) and Michael Higgins. The Remuneration Committee’s responsibilities include the following:
- reviewing and approving, or making recommendations to the Board with respect to, the compensation of the executive directors and senior management;
- overseeing an evaluation of senior management; and
- overseeing and administering the Company’s employee share option scheme and equity incentive plans in operation from time to time.
The latest Remuneration Committee report is available at the following link: