Remuneration Committee

The Remuneration Committee comprises G Lumsden (Chair), J MacKenzie and A Ridgwell, . It is responsible for setting and reviewing annually the remuneration packages of executive directors and senior managers within the group. Packages are structured to attract, motivate and retain key personnel who have the capabilities, experience and ambition to drive forward and achieve the group’s strategic aims.

The Remuneration Committee is responsible for ensuring that the mix of incentives reflects the company’s needs, establishes an appropriate balance between fixed and variable remuneration, and is based on targets that are appropriately stretching, verifiable and relevant, and which take account of risk. This is achieved through a market related base salary, plus a range of benefits and an annual bonus scheme set to reward achievement of group or divisional EBITDA targets, cash controls and personal objectives.

The Committee meets twice per year unless there are compelling reasons to meet more regularly. The Chair works closely with Human Resources in relation to all relevant matters, including the terms of compromise agreements which in turn are approved by the Committee.

The remuneration of Non Executives is set by the Executive Directors. In consultation, where appropriate, with the chair of the Remuneration Committee.

Audit Committee

The Audit Committee comprises J MacKenzie (Chair) and G Lumsden and meets formally twice per year with the auditor. Its brief is to monitor the integrity of the financial statements of the group as audited, to consider any significant financial judgements contained in them and to review any formal reporting announcements relating to the group’s financial performance.

In addition, the Committee regularly reviews the group’s internal financial controls and risk management systems and ensures appropriate procedures are in place such as for bribery and whistleblowing. As the external auditor provide other services in addition to the group’s audit, it also annually reviews the independence and objectivity of the auditor and the effectiveness of the audit.