Board Committees

Audit Committee

The audit committee comprises the three non-executive directors and is chaired by R M Green. It meets at least twice a year with the finance director and auditor usually in attendance. The committee reviews accounting matters, financial reporting and internal controls together with the interim and annual results announcements.

Auditor Independence

The audit committee reviews the nature and extent of non-audit services supplied by the external auditors to the group, seeking to balance objectivity and value for money.

In determining the policy, the audit committee has taken into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm, and does not agree to the auditor providing a service if, having regard to the ethical guidance, the result is that:

• the external auditor audits its own firm’s work;
• the external auditor makes management decisions for the group;
• a mutuality of interest is created; or
• the external auditor is put in the role of advocate for the group.

Remuneration Committee

The remuneration committee consists of the three non-executive directors with the group chief executive in attendance. The committee meets as required but not less than once a year. It reviews and makes recommendations to the board regarding the terms and conditions of employment of the executive directors including performance related bonuses and share options, and sets the framework for the remuneration of other senior executives. The remuneration of the non-executive directors is fixed by the board as a whole.

Compliance Committee

The compliance committee was established in December 2005. It comprises three non-executive directors with the group chief executive and the group compliance director normally in attendance. It is chaired by H H Driver. The committee meets as required but not less than four times a year. It oversees the compliance function of the group and reports to the board on Financial Services Authority compliance activities of the group as a whole.