Committees

The Board has implemented an effective committee structure to assist in the discharge of its responsibilities. All committees of the Board have written terms of reference dealing with their authority and duties. Membership of the Audit, Nomination and Remuneration Committees is comprised exclusively of Non-Executive Directors. The Company Secretary acts as secretary to each of these committees. The current standing committees are the Audit Committee, the Remuneration Committee and the Nominations Committee.

Audit Committee

The Audit Committee reviews the accounting principles, policies and practices adopted in the preparation of the interim and annual financial statements and discusses with the Group’s Auditors the results and scope of the audit. It also reviews the scope and performance of the Group’s internal finance function and the effectiveness and independence of the external Auditors. The external Auditors are invited to attend the Audit Committee meetings, and the Chief Financial Officer also attends. The external auditors have the opportunity to meet with the members of the Audit Committee alone at least once a year. It has written terms of reference dealing with their authority and duty.

The Audit Committee currently comprises the Non-executive Directors:

• Peter Newman (Chairman)
• Andrew Mackay
• James Menton

Remuneration Committee

Emoluments of Executive Directors and senior management are determined by the Remuneration Committee. In the course of each financial year the Remuneration Committee determines basic salaries as well as the parameters for any possible bonus payments. The Remuneration Committee applies the same philosophy in determining Executive Directors’ remuneration as is applied in respect of all employees. The underlying objective is to ensure that individuals are appropriately rewarded relative to their responsibility, experience and value to the Group.

The Remuneration Committee is mindful of the need to ensure that, in a competitive environment, the Group can attract, retain and motivate executives who can perform to the highest levels of expectation. Annual bonuses, if any, are determined by the Remuneration Committee on the basis of objective assessments based on the Group’s performance during the year in terms of key financial indicators, as well as a qualitative assessment of the individual’s performance.

Share option schemes were introduced in August 1997 (expired August 2007), May 2005 (expired May 2015), June 2009 and May 2020 from which new share options may be offered to employees, Directors and consultants. Options are recommended at a level to attract, retain and motivate participants in the competitive environment in which the Group operates. The 1997, 2005 and 2009 Schemes have now expired and no new options may be granted from those schemes. The Remuneration Committee reviews and assesses proposals to grant share options to participants under the share option scheme. Participation is at the discretion of Directors for eligible participants.

In August 2016, in line with the Company’s strategy to put in place an appropriate long term incentive plan, the Company altered certain provisions of the 2009 Scheme to facilitate the implementation of the 2016 LTIP Scheme for the grant of option to certain directors. This scheme is now expired. All options granted or capable of being granted are subject to the provisions of the 2020 Scheme. The Remuneration Committee has written terms of reference dealing with their authority and duty.

The Renumeration Committee currently comprises the Non-executive Directors:

• Andrew Mackay (Chairman)
• James Menton
• Ann-Marie O’Sullivan      

Nominations Committee

The Nominations Committee is made up of at least two non-executive directors of the Board, at least one of whom shall be an independent non-executive director. The members of the Nominations Committee are:

• Ann-Marie O’Sullivan (Chairman)
• Andrew Mackay
• Peter Newman
• James Menton

The Nominations Committee will meet at least once a year and will consider the selection and re-appointment of Directors. It will identify and nominate candidates for all Board vacancies and will regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.