The Board of Directors recognises the value and importance of maintaining the highest standards of corporate governance and aims to comply with the principles set out in the UK Corporate Governance Code.
Our Statement of Compliance with the UK Corporate Governance Code is available here.
The Board has established an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee, each with formally delegated duties and responsibilities and with written terms of reference.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audit and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s corporate governance, internal audit and controls, risk management, whistle-blowing and fraud systems. The ultimate responsibility for reviewing and approving the Group’s annual report and accounts and the half year reports remains with the Board.
The Audit and Risk Committee is chaired by Mary Hardy, who is considered by the Directors to have recent and relevant financial experience. Dr Vishal Gulati is also a member of the committee. The Audit and Risk Committee will meet formally three times a year and otherwise as required. The Audit and Risk Committee will meet with the Company’s external auditors at least three times a year.
The Audit and Risk Committee's terms of reference are available here.
The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policies on executive remuneration and setting the remuneration packages of the executive Directors and other members of the executive management of the Group, including, where appropriate, bonuses, incentive payments and share options. The remuneration of non-executive Directors will be a matter for the executive Directors. No Director may be involved in any decision as to their own remuneration.
The Remuneration Committee will meet at least twice a year and at such other times as the chairman of the committee shall require.
The Remuneration Committee's terms of reference are available here.
The Nomination Committee is responsible for leading the process for board appointments and making recommendations to the Board to implement a formal and transparent procedure for the appointment of new Directors to the Board.
The Nomination Committee is chaired by Mary Hardy (Senior Independent Director). Sir Bruce Keogh (Acting Chair) is also a member of the committee. The Nomination Committee will meet at least twice a year and at such other times as the chairman of the committee shall require.
The Nomination Committee's terms of reference are available here.
See here for more information on our Board of Directors.