Board committees

The terms of reference of the Audit, Business Practices, Nomination and Remuneration Committees are set out below, together with a description of the other Board Committees. All Committees are supported by the Company Secretary or nominee.

Audit Committee

Chaired by Graham Roberts, the Committee's other members are Robert Amen, Mike Donovan and Hubertus Krossa.

Responsibilities

• Financial statements
• Financial controls
• External audit
• Internal audit
• Risk management and assurance

Meetings in 2012: 5

• Terms of reference of the Audit Committee PDF 0.09MB

Remuneration Committee

Chaired by Iain Ferguson, the Committee's other members are Hubertus Krossa, Steve Marshall and Graham Roberts.

Responsibilities

• Remuneration strategy and policies
• Remuneration packages
• Incentive plans

Meetings in 2012: 5

• Terms of reference of the Remuneration Committee PDF 0.02MB
• Terms of reference for advisors to the Remuneration Committee PDF 0.01MB

Nomination Committee

Chaired by Steve Marshall, the Committee's other members are Robert Amen, Mike Donovan, Iain Ferguson, Maureen Kempston Darkes, Hubertus Krossa, Andrew McNaughton and Graham Roberts.

Responsibilities

• Structure and composition of Board
• Appointment of non-executive Directors
• Succession planning and talent management

Meetings in 2012: 4

• Terms of reference of the Nomination Committee PDF 0.02MB

Business Practices Committee

Chaired by Mike Donovan, the Committee's other members are Robert Amen, Iain Ferguson, Maureen Kempston Darkes, Hubertus Krossa and Steve Marshall.

Responsibilities

• Corporate values, ethics and Code of Conduct
• Health & safety
• Stakeholder management
• Sustainability
• Whistleblowing
• Community engagement

Meetings in 2012: 4

• Terms of reference of the Business Practices Committee PDF 0.02MB

Group Tender and Investment Committee

Chaired by Andrew McNaughton, the Committee membership comprises the executive Directors, members of the Executive Committee and other senior management personnel.

Responsibilities

• Major contract approvals
• Acquisitions and disposals
• Capital expenditure

Meetings in 2012: numerous

Finance & General Purposes Committee

Chaired by Andrew McNaughton, the Committee membership comprises Duncan Magrath and Peter Zinkin.

Responsibilities

• Banking facilities and other treasury matters
• Share options

Meetings in 2012: numerous