The Court delegates responsibility for a range of specific issues to different committees, whose terms of reference are reviewed annually, as set out below. In all cases the Court is kept fully informed of the activities of each committee through formal reports and minutes thereby providing it with an opportunity to have its views taken into account.
Group Audit Committee
The Group Audit Committee, which comprises independent non-executive Directors only, monitors the integrity of the financial statements, oversees all relevant matters pertaining to the external auditors and reviews the Group’s internal controls, including financial controls, and the effectiveness of the internal audit function. The Committee reviews the internal and external audit plans and subsequent findings, the selection of accounting policies, the auditors’ report, the effectiveness of the services provided by the external auditors and other related matters.
Court Risk Committee
The Court Risk Committee (‘CRC’) is established to monitor risk governance and to assist the Court in discharging its responsibilities in ensuring that risks are properly identified , reported, and assessed; that risks are properly controlled; and that strategy is informed by and aligned with the Group’s risk appetite.
Group Remuneration Committee
The Group Remuneration Committee holds delegated responsibility for setting policy on the remuneration of the Governor and senior management (including executive Directors) and approves specific remuneration packages for the Governor, each of the executive Directors, the Group Secretary and those senior executives who report directly to the Group Chief Executive (“Group Executive Committee”).
The remuneration of non-executive Directors is determined by the Court. Neither the Governor nor any Director participates in any decision relating to their own remuneration.
Group Nomination and Governance Committee
The Committee is responsible for leading the process for Court and key subsidiary Board appointments and renewals. The Committee regularly reviews succession plans for the Court and key subsidiary Boards in the context of the Group’s strategy and the skills, knowledge and experience of current Directors and makes appropriate recommendations to the Court. In addition the Committee monitors developments in corporate governance, assesses the implications for the Group and advises the Court accordingly. It is also charged with overseeing the Group’s Corporate Responsibility Programme.