Board Committees

You are here:

The principal Board committees are the audit committee, the nominations committee and the remuneration committee. In addition to these principal committees, the chief executive has established a corporate social responsibility committee.

Use the links below to review the membership and main responsibilities of each committee.

⊕ Audit committee

Members of the committee

Michael Pavia (Chairman)
Struan Robertson
John Crowle
Carol Bell

View the full terms of reference for the audit committee

The main responsibilities of the committee are to:

  • monitor the integrity of the financial statements of the company and any formal announcements relating to the company's financial performance;
  • consider and make recommendations to the Board as regards the appointment and re-appointment of the external auditors;
  • oversee the relationship with the external auditor and, where appropriate, the selection of new auditors;
  • approve the terms of reference of the internal audit function and, monitor and review the internal audit programme and its effectiveness;
  • review the risk assurance reports on the effectiveness of systems for internal financial control, financial reporting and risk management;
  • develop and recommend to the Board the company's policy in relation to the provision of non-audit services by the external auditors and
  • review the Company’s compliance with the UK Bribery Act 2010 and the implementation of the Company’s Code of Business Conduct
  • review the company's whistle-blowing procedures.

The Group's external auditors are Deloitte & Touche LLP and the committee closely monitors the level of audit and non-audit services they provide to the Group. Non-audit services are normally limited to assignments that are closely related to the annual audit or where the work is of such a nature that a detailed understanding of the Group is necessary.

No matters of concern in relation to the above were identified by the committee. The chief financial officer, the group financial controller and representatives of the external auditors normally attend meetings of the Audit committee, at the invitation of the committee. The Chairman of the Board also attends meetings of the committee by invitation. The external auditors have unrestricted access to the Committee Chairman and may meet with Deloitte's Audit Engagement Partner without the presence of management.

⊕ Nominations committee

Members of the committee

Struan Robertson (Chairman)
Robert Cathery
Charles Jamieson

View the full terms of reference for the nominations committee

The main responsibilities of the committee are to:

  • review the structure, size and composition (including the skills, knowledge and experience) of the board and make recommendations to the board with regard to any adjustments that are deemed necessary;
  • give full consideration to succession planning for directors and other senior executives, taking into account the challenges and opportunities facing the company and the skills and expertise which will be required by the company in the future;
  • keep under review the leadership needs of the company, both executive and non-executive, with a view to ensuring the continued ability of the company to compete effectively in the marketplace;
  • quantify the time needed to fulfil the role of chairman, senior independent director and non-executive director, and undertake an annual performance evaluation to ensure that all the members of the board have devoted sufficient time to their duties and
  • determine the statement of responsibilities for the chairman and chief executive and ensure that, the secretary on behalf of the board has formally written to any appointees, detailing the role and time commitments and, as appropriate, including the statement of their responsibilities.
⊕ Remuneration committee

Members of the committee

Robert Cathery (Chairman)
Struan Robertson
John Crowle

View the full terms of reference for the remuneration committee

The main responsibilities of the committee are to:

  • determine and agree with the board, the framework or broad policy for the remuneration of the company's chairman, chief executive, executive directors, company secretary and such other members of the executive management as it may be designated to consider;
  • set and monitor performance criteria for any bonus arrangements operated by the company and its group ensuring that they represent achievable and motivating rewards for appropriate levels of performance and, where appropriate, are justifiable taking into account the company's and its group's overall performance and the corresponding return on shareholders' investment in the same period;
  • recommend to the board, the policy for, and scope of pension arrangements for the executive directors and other senior executives taking into account the future liabilities of any recommendation and to detail precisely which elements of the remuneration packages are pensionable;
  • review and approve the company's share option and share award schemes (including any long-term co-investment plans), approve proposed option grants or share awards to directors or senior executives, and to set or recommend performance criteria for share awards and
  • within the terms of the agreed policy, determine the total individual remuneration package for the company's chairman, executive directors, company secretary and other senior executives including, where appropriate, bonuses, incentive payments and share options or other share awards.

The chief executive is invited to attend meetings of the committee but does not take part in any decision affecting his own remuneration.

⊕ CSR committee

Members of the committee

James Menzies, Chief Executive Officer (Chairman)
Mike Buck, Chief Operating Officer  (Alternate Chairman)
John Bell, Group Technical Director
Graham Balchin, General Manager, Thailand
Craig Stewart, General Manager, Indonesia
Charles Morgan, Group Legal Counsel
Phil Michell, Group HSE Manager

View the full terms of reference for the CSR committee

The purpose of the committee is to assist the Chief executive of the company in providing strategic leadership, direction and oversight and setting the policy on CSR and HSE. Its main responsibilities are:

  • to review on an annual basis the group's overall CSR strategy and policy and make recommendations to the chief executive;
  • to review on an annual basis, the group's CSR and HSE Policy, and to consider whether any changes in the policies, standards, procedures and resources are desirable to meet the company's CSR and HSE commitments and objectives;
  • to consider external developments with respect to CSR and HSE and assist the chief executive's oversight of the group's compliance with any applicable legal and regulatory developments;
  • to receive and review regular reports on the Group's CSR and HSE risk exposure and performance (including reports on CSR and HSE and community issues) and report to the chief executive, the results of these reviews and
  • to receive and review reports of exceptional CSR and HSE risks or events (including any major incidents and the outcome of the investigations into their causes) and report to the CEO, the results of these reviews.