28 | GOVERNANCE | Directors’ Report on Corporate Governance
(B) Statement of the Audit and Compliance Committee
Purpose and Terms of Reference The Committee vouchsafes the processes and controls surrounding the production of the Group’s Financial Statements and oversees, monitors and evaluates the effectiveness of the Company’s internal audit and compliance departments.
Membership The Committee is chaired by Kieran Poynter. The Committee comprises solely independent Non-executive Directors.
The Board is satisfied that at least one member of the Committee has recent and relevant financial experience, a position that should continue throughout 2013.
Members of the Audit & Compliance Committee: Kieran Poynter, Keith Bedell-Pearce Jeff Medlock and Derham O’Neill.
Activities and work of the Committee The Committee normally discharges its responsibilities, as allocated by its terms of reference, within a schedule of four meetings. Two meetings are held early in the year, one to deal with matters of governance (for example, compliance with the Code, the Financial Services and Markets Act, monitoring and reviewing the Internal Audit & Compliance department and monitoring and reviewing the independence, objectivity and effectiveness of the external audit process) and the other to consider the integrity of the year-end Financial Statements and any formal announcements relating to the Company’s and the Group’s financial performance, including any significant financial reporting judgements contained therein. A similar process is adopted at the interim reporting stage, with a final meeting taking place late in the year to consider relevant year-end matters. On an annual basis the Committee considers and makes a recommendation to the Board as to the appointment, re-appointment or removal of the external auditors and approves their remuneration and terms of engagement. Other meetings of the Committee are called at the request of the Chairman to consider ad hoc control issues that may emerge during the year as well as other matters that the Board has asked the Committee to consider or investigate.
For the Board
Kieran Poynter Chairman, Audit & Compliance Committee 25 March 2013
(C) Statement of the Remuneration Committee
Purpose and Terms of Reference Full details of the purpose, terms of reference, activities and work of the Committee are set out in the Directors’ Remuneration Report.
Membership The Chairman of the Committee is Keith Bedell-Pearce. The Committee comprises solely independent Non-executive Directors.
Members of the Remuneration Committee: Keith Bedell-Pearce, Jeff Medlock, Derham O’Neill, Kieran Poynter and Keith Jones (appointed 12 March 2012).
Attendees at the Remuneration Committee Edward Bramson, the Company’s Executive Chairman, and Alain Grisay, the Company’s former Chief Executive Officer, attended certain meetings of the Committee in 2012. Peter Cole, the Group Head of Human Resources, and Ian Brindle also attended all Committee meetings in 2012.
Activities and work of the Committee The Board is ultimately accountable for the Group’s remuneration policy but delegates responsibility to the Remuneration Committee. The Remuneration Committee has resolved the following key issues during the year:
• Revised the remuneration policy and ensured that it meets the requirements of the FSA Remuneration Code (to the extent applicable to the Company);
• Approved the remuneration of the Executive Directors;
• Reviewed and approved the remuneration of the Group Management and FSA Code staff;
• Approved the performance targets in relation to long-term awards;
• Overseen the Company’s remuneration policy as it applies to executives, senior management and employees, including the discretionary cash bonus scheme and awards under the long-term incentive schemes;
• Verified that the remuneration policy does not encourage excessive risk beyond that of the appetite of the Company;
• Completed the annual review of the Committee Terms of Reference.
For the Board
Keith Bedell-Pearce Chairman, Remuneration Committee 25 March 2013
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