Board committees

The Audit Committee is comprised of independent non-executive directors. The members of the Committee are:

• Angus Cockburn - Chair
• Jill Easterbrook
• Tanya Fratto
• Renata Ribeiro
• Lucinda Riches
• Roy Twite

Angus Cockburn has relevant financial experience. He is a chartered accountant and was chief financial officer of Serco Group plc between October 2014 and April 2021 as well as formally chief financial officer of Aggreko plc. Alan Porter is secretary to the Committee. Paul Walker, Brendan Horgan and Alex Pease generally attend meetings by invitation. In addition, the Group audit partner from our external auditor usually attends the Committee meetings.

The Audit Committee assists the Board in its oversight and monitoring of financial reporting, risk management and internal controls.

The principal responsibilities of the Committee are to:

• monitor the integrity of the annual and quarterly results, including a review of the significant financial reporting judgements contained therein;
• establish and oversee the Company's relationship with the external auditor, including the external audit process, their audit and non-audit fees and independence and make recommendations to the Board on the appointment of the external auditor;
• consider the Company’s assessment of emerging and principal risks, including understanding and monitoring the way in which these are being managed;
• review and assess the effectiveness of the Company's internal financial controls and internal control and risk management systems;
• oversee the nature, scope and effectiveness of the internal audit work undertaken; and
• monitor the Company's policies and procedures for handling allegations from whistle-blowers.

The Committee reports to the Board on its activities and minutes of meetings are available to the Board.

The Audit Committee generally meets five times a year.

The Audit Committee's terms of reference are available and will be available for inspection at the Annual General Meeting.

The Company has established a Remuneration Committee in accordance with the recommendations of the UK Corporate Governance Code. The Committee is comprised of independent non-executive directors. The members of the Committee are as follows:

• Lucinda Riches - Chair
• Angus Cockburn
• Jill Easterbrook
• Tanya Fratto
• Renata Ribeiro
• Roy Twite

None of the Committee members has any personal financial interests, other than as shareholders, in the matters to be decided. None of the members of the Remuneration Committee is currently or has been at any time one of the Company's executive directors or an employee. None of the executive directors currently serves, or has served, as a member of the board of directors of any other company which has one or more of its executive directors serving on the Company's Board or Remuneration Committee.

The Group's chief executive, Brendan Horgan, normally attends the meetings of the Committee to advise on operational aspects of the implementation of existing policies and policy proposals, except where his own remuneration is concerned, as does the non-executive chairman, Paul Walker. Alan Porter acts as secretary to the Committee. Under Lucinda Riches' direction, the company secretary and Brendan Horgan have responsibility for ensuring the Committee has the information relevant to its deliberations.

The principal duties of the Committee are:

• determining and agreeing with the Board the framework and policy for the remuneration of the executive directors and senior employees;
• ensuring that executive management are provided with appropriate incentives to encourage enhanced performance in a fair and responsible manner;
• reviewing and determining the total remuneration packages for each executive director including bonuses and incentive plans;
• determining the policy for the scope of pension arrangements, service agreements, termination payments and compensation commitments for each of the executive directors; and
• ensuring compliance with all statutory and regulatory provisions.

The Remuneration Committee's terms of reference are available and will be available for inspection at the Annual General Meeting.

The Nomination Committee comprises:

• Paul Walker - Chair
• Angus Cockburn
• Jill Easterbrook
• Tanya Fratto
• Renata Ribeiro
• Lucinda Riches
• Roy Twite

Alan Porter is secretary to the Committee.

The principal duties of the Committee are making recommendations to the Board on:

• the Board's structure, size, composition and balance; and
• the appointment, reappointment, retirement or continuation of any director.

The Nomination Committee meets as and when required.

The Nomination Committee's terms of reference are available and will be available for inspection at the Annual General Meeting.

The Finance and Administration Committee comprises Paul Walker, Brendan Horgan (chair) and Alex Pease. The Board of directors has delegated authority to this committee to deal with routine financial and administrative matters between Board meetings. The Committee meets as necessary to perform its role and has a quorum requirement of two members with certain matters requiring the participation of Paul Walker, non-executive chairman, including, for example, the approval of material announcements to the London Stock Exchange.