Committees

Learn about each of our Board Committees below

It is the role of the Audit Committee to ensure the integrity of the financial reporting and audit processes, to ensure sound internal control and risk management systems are in place, to review the Group’s whistleblowing procedures and to ensure an appropriate relationship with the external auditor.

The Committee members are all independent Non-Executive Directors. The Board considers John Langston, Nigel Stein and Alison Cooper to have recent and relevant financial experience. The Chairman, Group Chief Executive, Chief Financial Officer and Group Audit Director also attend the Committee meetings, along with the external auditor. Other senior executives, such as the Group Financial Controller and Group Tax Director, attend during the year to present to the Committee.

Key activities in 2015

  • Review of external financial reporting
  • Consideration of the effectiveness of the external audit
  • Review of the scope of the Audit Plan
  • Review of the auditor fees
  • Review of risk management and internal control
  • Assessment of the cyber security plan

Committee Members

John Langston (Chair) Non-Executive Director
Alison Cooper Non-Executive Director
Nigel Northridge Senior Independent Director
Nigel Stein Non-Executive Director
Rachel Empey Non-Executive Director

JOHN LANGSTON
Chair of Audit Committee

It is the role of the Remuneration Committee to ensure that remuneration arrangements support the strategic aims of the business and enable the recruitment, motivation and retention of senior executives while also complying with the requirements of regulation.

The Committee invites other individuals, such as the Group Chief Executive, the Chief Human Resources Officer and external consultants to attend its meetings. No Director takes part in any decision affecting his own remuneration.

Key activities in 2015

  • Agreed the remuneration package for Executive Directors
  • Reviewed the remuneration package for Executive Committee members
  • Approved the achievement of 2014 annual bonus and 2012 long-term incentive targets and the resulting outcomes
  • Set the performance targets for 2015 annual bonus

Committee Members

Coline McConville (Chair) Non-Executive Director
Nigel Northridge Senior Independent Director
Ken Hanna Non-Executive Chairman
Till Vestring Non-Executive Director

COLINE McCONVILLE
Chair of Remuneration Committee

The Nominations Committee plays a vital role within the context of the Board as it is responsible for the selection of strong candidates to fill both executive and non-executive roles. The Committee must keep the skills and experience of the Board under review to ensure that the right balance is in place for the business to be run effectively. The Nominations Committee ensures the right people are appointed, the Non-Executive Directors are independent and the Directors have sufficient time to carry out their duties effectively.

The Board consists of the Chairman, two Executive Directors and six Non-Executive Directors. All Non-Executive Directors are considered independent in accordance with the Code. In order to ensure that the composition of the Board remains appropriate, the Nominations Committee requires the Directors to complete a skills assessment on an annual basis. The results of this assessment are used as the basis for determining gaps in skills and experience that may affect the ability to deliver the Group’s strategic objectives.

Key activities in 2015

  • Appointment of Stefan Bomhard
  • Appointment of Nigel Stein
  • Recruitment process for Chief Financial Officer
  • Review and approve Committee membership

Committee Members

Ken Hanna (Chair) Non-Executive Chairman
Alison Cooper Non-Executive Director
John Langston Non-Executive Director
Coline McConville Non-Executive Director
Nigel Northridge Senior Independent Director
Nigel Stein Non-Executive Director
Till Vestring Non-Executive Director
Rachel Empey Non-Executive Director
Non-Executive Director
Non-Executive Director

KEN HANNA
Chair of Nominations Committee

The CR Committee is responsible for developing a CR strategy which underpins the Group’s business operations, supports its values and encourages commitment to our colleagues, our OEM partners, our customers the communities in which we operate and our environment.

Committee Members

Till Vestring (Chair) Non-Executive Director
Stefan Bomhard Group Chief Executive
Alison Clarke Chief Human Resources Officer
Ken Hanna Non-Executive Chairman
Coline McConville Non-Executive Director

TILL VESTRING
Chair of CR Committee