Our Committees

Board Committees

Organisational structure

The Board has established an organisational structure which is designed to allow for effective and efficient decision-making across the business. The Board has delegated authority to the committees described below on specific matters, which are set out in their terms of reference. These authorities are reviewed regularly.

The Safety, Health and Environment Committee comprises four Non-Executive Directors and the Chief Executive, chaired by Jim Cornell. The Committee’s role is to monitor the safety, health and environmental responsibilities of the Company.

Members of Committee:
Jim Cornell – chairman
Iain Coucher
David Bailey
Christopher Green

you can access the terms of reference here 

The Audit Committee is comprised exclusively of four independent Non-Executive Directors with the Chairman being Michael Firth. The external auditors, the Chief Executive, the Group Finance Director, the Group Financial Controller and the Head of Internal Audit normally attend meetings of the Committee. The Committee also periodically meets with the external auditors without management present.

The main responsibilities of this Committee are to monitor the integrity of the financial reporting and the audit process and to monitor that an effective management and internal control system is maintained. The Committee has a structured programme of activities including receipt of regular detailed reports on relevant aspects of management, focused to coincide with key events of the annual financial reporting cycle.

Members of Committee:
Michael Firth – chairman
David Bailey
Yvonne Constance

you can access the terms of reference here 

The Remuneration Committee comprises all nine Non-Executive Directors, is chaired by Jim Cornell, and determines appropriate levels of Directors’ and senior executives’ remuneration including their incentive scheme.

Members of the Committee:
Jim Cornell – chairman
David Bailey
Ian Buchan
Yvonne Constance
Michael Firth
Christopher Green
Ian McAllister

you can access the terms of reference here 

The Nominations Committee is chaired by Ian McAllister as the Chairman of the Board and comprises two further Non-Executive Directors. The role of the Committee includes reviewing regularly the size, structure and composition of the Board, making recommendations to the Board on any adjustments that may be deemed necessary and feasible (including on matters such as succession planning), evaluating the balance of skills, knowledge and experience of the Board and identifying and nominating candidates for appointment as director for approval by the Board.

Members of Committee:
Ian McAllister – chairman
David Bailey
Jim Cornell

you can access the terms of reference here 

The Treasury Committee comprises three directors, with Michael Firth as a Non-Executive Director as chairman. The Committee’s role is to review and satisfy itself as to the appropriateness of proposed treasury transactions including banking, cash management, debt raising and management and investment management.

Members of Committee:
Michael Firth – chairman
Iain Coucher
Ron Henderson

you can access the terms of reference here