The Company has established the following committees of the Board, each with formally delegated duties and responsibilities: a Remuneration Committee; a Nomination Committee; an Audit Committee; and a Disclosure Committee.
Remuneration Committee
The Remuneration Committee will be responsible for the review and recommendation of the scale and structure of remuneration for Directors and any senior management, including any bonus arrangements or the award of share incentive schemes with due regard to the interests of the Shareholders and other stakeholders. The Remuneration Committee must have at least two members. Members of the Remuneration Committee are appointed by the Board. The Remuneration Committee will comprise Kenneth Niall Young (as chair), Martin Lampshire and Samuel Julius Baiden, and will meet at least once a year.
Nomination Committee
The Nomination Committee will lead the process for board appointments and make recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee must have at least two members. Members of the Nomination Committee are appointed by the Board. The Nomination Committee will comprise Martin Lampshire (as chair), Kenneth Niall Young and Samuel Julius Baiden, and will meet as and when necessary, but at least once each year.
Audit Committee
The Audit Committee must have at least two members. Members of the Audit Committee are appointed by the Board. The Audit Committee will comprise Samuel Julius Baiden (as chair), Kenneth Niall Young and Martin Lampshire, and will meet at least twice a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.
Disclosure Committee
The Disclosure Committee will be responsible for ensuring timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the Standard Listing and admission to trading on the Main Market of the London Stock Exchange of the Ordinary Shares, including the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR. The Disclosure Committee must have at least two members. Members of the Disclosure Committee are appointed by the Board. The Disclosure Committee will comprise Nicholas Karl Smithson (as chair), and Amara Kamara. The Disclosure Committee will meet as often as necessary to fulfil its responsibilities.