Corporate governance

The Audit Committee assists the Company’s Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Company’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Company’s relationship with external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.

The Disclosure Guidance and Transparency Rules require that at least one member of the audit committee be independent and that at least one member has competence in accounting and/or auditing. In addition, the Governance Code recommends that the audit committee should comprise at least three Independent Non-Executive Directors and that at least one member has recent and relevant financial experience. The Board considers that the Company complies with the requirements of the Disclosure and Transparency Rules and the recommendations of the Governance Code in those respects. The current members of the Audit Committee are Darren Pope (Chairman and Independent Non-executive Director), Anil Dua (Independent Non-Executive Director), Diane Radley (Independent Non-Executive Director) and Monique Shivanandan (Independent Non-Executive Director). The Audit Committee is required to meet at least five times a year.

The Audit Committee has taken appropriate steps to ensure that the Company’s auditors are independent of the Company as required by the Governance Rules and has obtained written confirmation from the Company’s auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies. 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.

Terms of reference - Audit Committee - click here.

Group Internal Audit Charter - click here.

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board and, in particular, for monitoring the independent status of the Independent Non-executive Directors. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise.

The current members of the Nomination Committee are Ron Kalifa (Independent Chairman), Darren Pope (Independent Non-Executive Director), Victoria Hull (Independent Non-Executive Director) and Habib Al Mulla (Independent Non-Executive Director). The Nomination Committee is required to meet at least two times a year. The Governance Code recommends that a majority of the nomination committee should comprise Independent Non-Executive Directors. The Board considers that, the Company complies with the recommendations of the Governance Code in this respect.

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.

Terms of reference - Nomination Committee - click here.

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 executive remuneration, setting the over-arching principles, parameters and governance framework of the Company’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and senior management. The current members of the Remuneration Committee are Victoria Hull (Chair and Independent Non-Executive Director), Ron Kalifa (Independent Chairman), and Diane Radley (Independent Non-Executive Director). The Governance Code recommends that the Remuneration Committee should comprise at least three members who are Independent Non-Executive Directors, one of whom may be the Chairman (but who may not chair the Remuneration Committee), and that before appointment as chair of the Remuneration Committee, the appointee should have served on a remuneration committee for at least 12 months. The Board considers that the Group complies with the recommendations of the Governance Code in this respect. The Remuneration Committee is required to meet at least five times a year.

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.

Terms of reference - Remuneration Committee  - click here.

Remuneration

For further information click here

Terms of reference - Risk and Technology Committee  - click here.