Board committees

The Board has delegated specific responsibilities to three committees. Each committee operates within defined terms of reference set by the Board which are available on request from the Company Secretary.

Audit Committee and auditors’ independence

The Audit Committee is chaired by John Grant (non-executive chairman). Whilst the Smith Guidance incorporated into the Combined Code suggests that the Chairman should not be a member of the Audit Committee, the Board has taken the view that John Grant’s continued membership since becoming Chairman in the year ended 31 March 2006 is appropriate on the basis of continuity, his significant financial experience and to ensure that there is a quorum in the event of one member being absent.

The Audit Committee meets at least twice a year prior to the publication of the half-year and full-year results and at other times as the Chairman of the Committee shall require. The Committee considers all matters relating to financial controls and reporting, internal and external audits, risk management policy and procedures, the scope and results of the audits, the independence and objectivity of the auditors and the consideration paid to them. The Committee also is responsible for the selection of auditors, subject to their re-appointment at annual general meetings. The Board has ultimate responsibility for approval.

The Group does not normally award consulting work to the firm of auditors other than in the area of tax consulting and compliance, where they are best suited to carry out such work. However, the Group considers awarding other advisory services to the firm of auditors in circumstances where there is demonstrable independence from their role of auditors and where best value for the Group can be obtained. The Committee has discussed with the external auditors their independence and is satisfied that there are no circumstances where the auditors' objectivity and independence is compromised.

The Chief Executive, Finance Director and Financial Controller attend the Committee meetings as required, as do the external auditors who meet with the Committee at least twice every year. The external auditors also have the opportunity to meet with the Committee at least once every year without the executive directors being present.

Remuneration Committee

The Remuneration Committee is chaired by Nick Barter (non-executive director). The Committee determines the policy for remuneration for the executive directors and directors of subsidiaries and makes recommendations to the Board having taken independent advice where required and obtained relevant data in order to undertake comparator analysis. The remuneration of non-executive directors is reviewed by the executive directors of the Board with guidance from the Chairman, except in relation to his own remuneration.

Nominations Committee

The Nominations Committee is chaired by John Grant (Chairman) and reviews proposals for the appointment of executive and non-executive directors or the extension of existing appointments and makes recommendations for approval by the Board.