Board Committees
The Board have established three committees to deal with specific aspects of the Company's affairs as follows: an Audit Committee, a Remuneration Committee and a Nominations Committee in accordance with the recommendations of the Combined Code. The Chairmanship and membership of these committees were established on 13 April 2006. The attendance of Executive Directors and senior management is at the discretion and request of the Committee Chairmen. All the Committees have formally delegated duties and responsibilities set out in written terms of reference, updated versions of which were approved by the Board on 3 June 2008.
Audit Committee
The Audit Committee consists solely of the independent Non-Executive Directors, the Rt. Hon. Francis Maude (Committee Chairman) and Brian Child. The Company Secretary provides secretarial support and other Directors attend as required. The Audit Committee is formally constituted with written terms of reference, which are available on request from the registered office, and considers matters relating to the reporting of results, financial accounting controls, and the cost and effectiveness of the audit process. It meets at least twice a year with the Company's external auditors in attendance. The Audit Committee is satisfied that the Group's auditors, Kingston Smith LLP, have been objective and independent of the Group. Kingston Smith LLP performs non-audit services for the Group in relation to tax and acquisitions but the Audit Committee is satisfied that their objectivity and independence is not impaired by such work.
Remuneration Committee
The Remuneration Committee consists solely of the independent Non-Executive Directors, Brian Child (Committee Chairman) and the Rt. Hon. Francis Maude. The Company Secretary provides secretarial support and external advice is provided as necessary. The Remuneration Committee is formally constituted with written terms of reference, which are available on request from the registered office, and considers matters and makes recommendations to the Board with regard to remuneration policy and related matters. The Remuneration Committee aims to meet at least twice a year.
Further details of the Company's policies on remuneration, including details of Directors' share options, are given in the Report of the Remuneration Committee on page 35.
Nomination Committee
The Nomination Committee consists of the Rt. Hon. Francis Maude (Committee Chairman), Brian Child and Iain Ferguson. The Company Secretary provides secretarial support and external advice is provided as necessary. The Nomination Committee is formally constituted with written terms of reference, which are available on request from the registered office, and is responsible for reviewing and making proposals to the Board on the appointment of Directors. The Nomination Committee meets at least once a year to review the Board structure and make recommendations for any changes it considers necessary.