Board Committees

Audit & Risk

The Audit & Risk Committee is chaired by Kathleen O'Donovan. David Grigson, Gary Hoffman, Jane Lighting, Donal Smith and Laura Wade-Gery are members. The Committee has identified its Chairman, Kathleen O'Donovan, as its primary member with recent and relevant financial experience.

Kathleen is a Chartered Accountant and was a partner at Ernst & Young. She was for 12 years the Finance Director of BTR plc (subsequently Invensys). She has been Chairman of the Audit Committee of a number of public companies.

David Grigson is a Chartered Accountant and has extensive financial experience as Chief Financial Officer of Emap plc and Reuters Group plc. He also has extensive experience as a Chairman and non‑executive director including Chairman at Creston plc and Chairman of Anobii Ltd and non-executive director at Ocado Group plc, Standard Life plc and Carphone Warehouse Group plc.

Gary Hoffman has extensive experience of the financial services industry having spent 26 years with the Barclays group. He was appointed Chief Executive of Northern Rock plc in October 2008 and is the former Group Vice Chairman of Barclays plc. He has recently been appointed Chief Executive of NBNK Investments plc, effective 1 May 2011.

Jane Lighting, Donal Smith and Laura Wade-Gery each have considerable commercial experience. Jane was Chief Executive of both Flextech plc and of the television company Five. Donal was previously at Thomson Reuters plc where he was CEO of Thomson Financial Europe and Asia and the CEO of Financial Times Electronic Publishing and FT.com.

Laura was appointed Chief Executive of Tesco.com in January 2004 and a director of Tesco Personal Finance plc. Laura is executive director of multi-channel E-commerce at Marks and Spencer plc. The Group Finance Director, other directors, the Group's external auditors and the internal auditors and other management, as appropriate, attend meetings of the Committee.

During the Board performance evaluation in 2011, the Board reviewed the composition and balance of the Committee and it is satisfied that the appropriate and relevant expertise and resources are available to effectively fulfil the accounting, audit and risk issues it has to address during the year. The terms of reference provide authorisation for obtaining independent external advice at the Company's expense.

The Committee's principal responsibilities are to:

• Monitor the integrity of the financial statements of the Company including its annual and half year financial results, interim management statements and any other formal announcement relating to its financial performance, reviewing significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature;
• Review significant financial reporting issues and judgements;
• Recommend to the Board the appointment of the external auditor and approve their remuneration and terms of engagement;
• Monitor and review the external auditor's independence, objectivity and effectiveness including considering relevant UK professional and regulatory requirements;
• Develop and implement policy on non-audit services from the external auditors, taking into account relevant ethical guidance;
• Review the Company's procedures for handling allegations from whistleblowers;
• Review the Company's internal financial control system and risk management system;
• Monitor and review the effectiveness of the internal audit function;
• Review and approve the remit of the internal audit function and ensure the function has the necessary resources and is able to meet appropriate professional standards for internal auditors;
• Review and approve the internal audit plan; and
• Approve the appointment and termination of the Director of Risk and Audit who is responsible for internal audit (with the agreement of the Committee this approval may be delegated to the Committee Chairman).

More information about the Audit & Risk Committee can be found on pages 34 and 36 to 38 of the 2011 Annual Report.

The Committee has formal written terms of reference which provide authorisation for obtaining independent external advice at the Company's expense.

Download Audit & Risk Committee Terms of Reference

You can also read details of the company's Disclosure Policy, which has been approved and implemented by the Audit Committee.

Remuneration

The Remuneration Committee is chaired by Jane Lighting. Other members of the Committee are: Sir Ian Gibson, David Grigson, Kathleen O'Donovan, Gary Hoffman, Donal Smith and Laura Wade-Gery.

The Committee meets as required during the year to review the Company's general policy on executive remuneration, the application of the policy to the remuneration and benefits of the executive directors, and to recommend and monitor the level and structure of remuneration for senior management.

The Remuneration Report set out on pages 41 to 46 of the 2011 Annual Report contains a more detailed description of the Company's policies and procedures for executive remuneration. During the year, as appropriate, the Chief Executive, the Secretary and Group Legal Director and the Head of Compensation and Benefits have attended meetings of the Remuneration Committee but they do not participate in discussions on their own remuneration.

The Committee has formal written terms of reference.

Download Remuneration Committee Terms of Reference

Nomination

The Nomination Committee is chaired by the Chairman. All the nonexecutive directors and the Chief Executive are members.

The Committee meets as required to select and propose to the Board suitable candidates of appropriate calibre for appointment as directors. The Nomination Committee would normally expect to use the services of professional external headhunters to help in the search for and selection of candidates.

The Committee has formal written terms of reference.

Download Nomination Committee Terms of Reference

Administration

The Administration Committee consists of the Chief Executive, Group Finance Director and Secretary and Group Legal Director and meets as necessary to deal with administrative matters of a day to day nature.