GOVERNANCE FRAMEWORK
The main functions of our governance framework are listed below, along with an overview of their responsibilities.
Nomination Committee
Reviews the structure and composition of the Board and leads the process for the identification and selection of new directors. Further details on the activities of the Nomination Committee are provided in the Nomination Committee Report on page 41 of the 2011 Annual Report & Financial Statements.
Internal Audit
Facilitates the identification of risks and carries out reviews and testing of the controls that are in place to mitigate the risks. Further details of the work of Internal Audit are provided in the Audit Committee Report on pages 42 and 43 of the 2011 Annual Report & Financial Statements.
Remuneration Committee
Determines and agrees with the Board the policy for the remuneration of the Chairman, Executive Directors, Company Secretary and selected senior managers of the Group. Further details on the Group’s remuneration policy are provided in the Remuneration Report on pages 49 and 50 of the 2011 Annual Report & Financial Statements.
Management Board
Chaired by the Chief Executive, this body is responsible for overseeing operations in the Group’s regions and the Group functional areas.
Audit Committee
Ensures that the Company applies consistent financial reporting and internal control procedures and maintains an appropriate relationship with the Company’s Auditor. Further details on the activities of the Audit Committee are provided in the Audit Committee Report on pages 42 and 43 of the 2011 Annual Report & Financial Statements.
Group Functions
These specific administrative functions are controlled centrally at Group level and report to the Board via various members of the Management Board. For example, Finance, Investor Relations, Insurance, Tax and Treasury report through the Group Finance Director, and Compliance and Environmental, Health and Safety report through the Company Secretary. Procedures are clearly defined to ensure that the activities of these functions reduce the risk profile of the organisation.
Company Secretary
Ensures good information flows for the Board and its committees and between senior management and non-executive directors. Facilitates the induction of new directors and assists with professional development as required. Ensures Board procedures are complied with and that applicable rules and regulations are followed. The Company Secretary is available to all directors to provide advice and assistance, and is responsible for providing governance advice to the Board.
Group Policies
The Board is responsible for ensuring that adequate policies and procedures are in place. These are reviewed and amended as required to ensure that they remain in line with legislation and regulations and are sufficiently robust to ensure appropriate internal controls are maintained, whilst also providing a suitable framework for the businesses and Group functions within which to operate.
