Committees
The Board is committed to high standards of corporate governance and intends to comply with the
Combined Code, insofar as practicable given the Group’s size and nature.
The Board formally delegates certain responsibilities to committees by way of written terms of
reference. Details of each committee, its membership and the terms of reference are summarized
below:
Audit Committee
The Audit Committee, which comprises all the Non-Executive Directors, is chaired by Jeff Hewitt. This has the following responsibilities:
- The monitoring of the Group’s internal control environment;
- The assessment of the Group’s financial risks (including market risk in relation to the Group’s market making activities) and plans for mitigating these risks;
- Review of the Group’s financial statements, reports and announcements and the accounting policies that underlie them, on behalf of the Board;
- The recommendation to the Board on the appointment and remuneration of the external auditors;
- The monitoring of the independence of the external auditors and the establishment of a policy for the use of the auditors for non audit work; and
- The monitoring of the need for an Internal Audit resource.
The Committee meet at least four times a year. Other directors, members of staff and the external auditors
are invited to attend these meetings, as appropriate. The Committee reports to the Board on the Company’s
full and half year results, having examined the accounting policies on which they are based and ensured
compliance with relevant accounting standards. In addition, it reviews the scope and results of the
external audit, its cost effectiveness and the independence and objectivity of the external auditors.
To this end, the Audit Committee have stated as an objective that fees paid to the auditor for non-audit
work should not exceed the fees for audit work, without prior approval.
Remuneration Committee
The Remuneration Committee, which comprises the Non-Executive Directors, is chaired by David Henderson. It
determines salary levels, discretionary bonuses and the terms and conditions of service of the Executive
Directors. It makes its decisions in consultation with the Chief Executive Officer. No Director plays a
part in any decision about their own remuneration. This Committee also reviews bonus and equity
arrangements for the Group’s other senior employees and in addition has responsibility for supervising
the Cenkos Share Option Scheme and the grant of options under its terms. The remuneration of Non-Executive
Directors is fixed by the Board.
Nominations Committee
The Nominations Committee, which comprises the Non-Executive Directors, is chaired by Peter Sullivan.
It will consider appointments to the Board and is responsible for nominating candidates to fill Board
vacancies and for making recommendations on Board composition.
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