The Board and Court delegate responsibility for a range of specific issues to different committees, whose terms of reference are reviewed annually, as set out below. In all cases the Board and Court are kept fully informed of the activities of each relevant committee through formal reports and minutes thereby providing them with an opportunity to have their views taken into account.
Group/Court Audit Committee
The Group / Court Audit Committees, which comprise independent non-executive Directors only, monitors the integrity of the financial statements, oversees all relevant matters pertaining to the external auditors and reviews the Group’s internal controls, including financial controls, and the effectiveness of the internal audit function. The Committees review the internal and external audit plans and subsequent findings, the selection of accounting policies, the auditors’ report, the effectiveness of the services provided by the external auditors and other related matters.
Board/Court Risk Committee
The Board / Court Risk Committees are established to monitor risk governance and to assist the Board and Court in discharging their responsibilities in ensuring that risks are properly identified , reported, and assessed; that risks are properly controlled; and that strategy is informed by and aligned with the Group’s risk appetite.
Group/Court Remuneration Committee
The Group / Court Remuneration Committee holds delegated responsibility for setting policy on the remuneration of the Governor and senior management (including executive Directors) and approves specific remuneration packages for the Governor, each of the executive Directors, the Group Secretary and those senior executives who report directly to the Group Chief Executive (“Group Executive Committee”).
The remuneration of non-executive Directors is determined by the Board. Neither the Governor nor any Director participates in any decision relating to their own remuneration.
Group/Court Nomination, Governance and Responsible Business Committee
The Committees are responsible for leading the process for Board, and key subsidiary Board appointments and renewals. The Committees regularly review succession plans for the Board and key subsidiary Boards in the context of the Group’s strategy and the skills, knowledge and experience of current Directors and makes appropriate recommendations to the Board and Court. In addition the Committees monitor developments in corporate governance, assesses the implications for the Group and advise the Board and Court accordingly. They are also charged with overseeing the Group’s Corporate Responsibility Programme.