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Audit Committee

The Audit Committee monitors the effectiveness and adequacy of internal control, internal audit and IT systems and reviews the effectiveness of risk management procedures, in addition to reviewing the integrity of the Company’s internal financial controls. The Audit Committee reviews the arrangements by which staff of the Group may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The Audit Committee monitors and reviews the effectiveness of the company’s internal audit function and also considers the external auditor’s independence and objectivity and the effectiveness of the audit process.

The Audit Committee monitors the integrity of the financial statements of the Company, reviewing significant financial reporting judgements contained therein, to ensure that they give a “true and fair view” of the financial status of the Group and to recommend to the Board whether to approve the annual and half-year reports and to recommend to the Board that it believes that the annual report taken as a whole is fair, balanced and understandable and provides the necessary information for shareholders to assess the Group’s performance, business model and strategy.

In considering whether the annual report is fair, balanced and understandable, the Committee review the annual report and consider whether the financial statements are consistent with the financial review elsewhere within the Annual Report. The Committee also review governance and approval processes in place in the Group as they are relevant to the financial statements. The Committee also have regard to the significant issues relating to the financial statements and each of these significant issues are addressed in papers received by the Committee from management and in reports received by the Committee from the external auditors.

The Audit Committee also had regard to the assessment of internal control over financial reporting, details of which are outlined in the risk management and internal control sections of the risk and compliance committees report.

Terms of Reference

GIA Charter

Risk and Compliance Committee

The Committee is responsible for monitoring adherence to the Group risk appetite statement. The Group Risk Appetite Statement is a description of the level and types of risk the Group is willing to accept, or to avoid, in order to achieve its business objectives. Where exposures exceed levels established within the appetite statement, the committee is responsible for developing appropriate responses. This is facilitated by the periodic review of a key risk indicators report calibrated to the risk appetite statement.

The Committee is also responsible for oversight and advice to the Board on risk governance, the current risk exposures of the Group and future risk strategy, including strategy for capital and liquidity management, the setting of compliance policies and principles and the embedding and maintenance throughout the Group of a supportive culture in relation to the management of risk and compliance. The Board Risk and Compliance Committee supports the Board in carrying out its responsibilities for ensuring that risks are properly identified, reported, assessed and controlled, and that the Group’s strategy is consistent with the Group’s risk appetite.

Terms of Reference

Nomination, Culture & Ethics Committee

The Nomination Committee is charged with responsibility for bringing recommendations to the Board on the appointment of new Directors and of a new Group Chairman. The Group Chairman does not attend the Committee when it is dealing with the appointment of a successor to the Group Chairman. Decisions on Board appointments are taken by the full Board. All Directors are subject to re-appointment by election by the shareholders’ at the first opportunity after their appointment.

The Committee keeps under review the leadership needs of the Group, both Executive and Non-Executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace. This Committee is also responsible for reviewing the effectiveness of the Board’s operations, including the Chairmanship and composition of Board committees.

Terms of Reference

Remuneration Committee

The Remuneration Committee considers all aspects of the performance and remuneration of Executive Directors and Senior Executives and sets the remuneration of these Executives, having consulted with the Group Chairman, the Group CEO and the other Non-Executive Directors. The Committee also has responsibility for setting the remuneration of the Group Chairman (without the Group Chairman being present) and the Group CEO. In addition, the Committee has responsibility for general oversight of reward policy to ensure its efficacy and compliance with legal and regulatory requirements. The Committee ensures the Group’s remuneration policies and procedures do not promote excessive risk taking. The purpose of the Remuneration Policy of the Company is to attract, retain and motivate the calibre of executives required to deliver the challenging objectives of the organisation.

Terms of Reference