About us Committees

The Directors have established an Audit Committee, a Remuneration Committee, Nominations and Governance Committee with formally delegated rules and responsibilities. Each of these committees meets on a regular basis as appropriate. Links to the terms of reference of each of the committees can be found below.

Audit Committee

The Audit Committee is composed entirely of Non-Executive Directors and is chaired by Aidan Hughes. Steve Callaghan has been a member for the whole year, while Caroline Hargrove and Haoran Hu joined the Committee during 2020. Haoran Hu stepped down from the Committee when he left the Board in July 2020.  Meetings of the Committee are attended, at the invitation of the Committee, by the external auditors, the Chief Executive Officer and the Chief Financial Officer. The Committee meets with the external auditors on a regular basis without the Executive Directors being present.  The Committee is authorised to seek any information it requires from any employee of the Group in order to perform its duties, and obtain any outside legal or other independent professional advice it requires at the Company’s expense. The Audit Committee’s main responsibilities include:

  • to satisfy itself as to the integrity of the financial statements and other formal announcements relating to the Group’s financial performance, ensuring compliance with applicable accounting standards, regulations and rules;
  • to monitor and review the effectiveness of the Group’s internal financial controls and risk management policies and systems (noting the non-Board Technical and Operations Committee’s responsibility relating to technical, operational, business continuity and health and safety-related risks) and to monitor and review the going concern status of the Group;
  • to satisfy itself of the independence and effectiveness of the external auditor, and to make recommendations to the Board in relation to the appointment and remuneration of the external auditor, and policy relating to their non-audit services;
  • to regularly consider the need for the requirement of an internal audit function; and
  • to consider the Group’s whistleblowing procedures to ensure that employees are able to raise concerns, in confidence, about possible wrongdoing or malpractice.
Committee Terms of Reference

Remuneration Committee

The Remuneration Committee is chaired by Steve Callaghan and comprises one further Non-Executive Director, Aidan Hughes. The Chief Executive Officer, Chief Financial Officer and Company Secretary are invited to attend meetings where appropriate. The committee governs all aspects of the Executive Directors’ and Chairman’s remuneration and reward arrangements and advises on employee benefit structures throughout the Group.

Committee Terms of Reference

Nomination & Governance Committee

The members of this Committee comprises Caroline Hargrove as Chair, Steve Callaghan and Aidan Hughes. The Committee considers the composition of the Board and is responsible for reviewing the composition and structure of the Board and for identifying and recommending candidates for Executive and Non-Executive Director positions.

Committee Terms of Reference
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