Combined Code
The Directors support high standards of corporate governance.
As envisaged by the Combined Code, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee.
Audit committee
The audit committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The audit committee will normally meet not less than three times a year.
The audit committee is chaired by Simon Batey and its other members are John O’Reilly and Robert Morse.
Download Audit committee Terms of Reference (28kKb)
Remuneration committee
The remuneration committee recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Executive Directors and recommends and monitors the remuneration of members of senior management. The remuneration committee will also generate an annual remuneration report to be approved by the members of the Company at the annual general meeting. The remuneration committee will normally meet not less than twice a year.
The remuneration committee is chaired by John O’Reilly and its other members are Simon Batey and John Hughes.
Download Remuneration committee Terms of Reference (28kb)
Nomination committee
The nomination committee assists the Board in determining the composition and make-up of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors, as the need may arise. The nomination committee also determines succession plans for the Chairman and Chief Executive. The nomination committee will meet when appropriate.
The nomination committee is chaired by John Hughes and its other members are Simon Batey and John O’Reilly. It is envisaged that Michael Tobin, as Chief Executive, will normally be invited to attend meetings of the nomination committee, save where the nomination committee is dealing with matters relating to him or with the appointment of his successor.
Download Nomination committee Terms of Reference (23kb)
Articles of Association
The principal legal constitutional document of the Company is its Articles of Association. The current Articles of Association were approved by shareholders on 15 May 2008 and came into effect on 1 October 2008. A copy of these Articles of Association may be downloaded below.
Download Articles of Association
Download Articles of Association (440kKb)
