Our Board has established Audit and Risk, Remuneration, Nomination and Health, Safety, Environment & Security (HSES) Committees.

Each committee has formal terms of reference approved by the Board, which are available for download below. The Company Secretary provides advice and support to the Board and all Board committees. Board committees are authorised to engage the services of external advisers as they deem necessary.

The Audit and Risk Committee comprises four non-executive directors: Alan Ferguson (Chair), Anne Marie Cannon, Simon Henry and Margareth Øvrum.

Role of the Committee
  • Monitors and reviews the effectiveness of the Company’s risk management and internal control systems, including in particular the identification of emerging risks and the effectiveness of actions taken to mitigate them, together with the results of the programme of reviews of these systems and management’s response to the review findings

  • Monitors and reviews the effectiveness and objectivity of the Company’s Internal Audit function, the appropriateness of its work plan, the results of reviews undertaken, and the adequacy of management’s response to matters raised

  • Monitors the integrity of the Company’s financial statements and any formal announcements relating to the Company’s financial performance and the significant financial reporting judgements they contain

  • Reviews the external auditors’ independence and objectivity and the effectiveness of the audit process

  • Develops and implements policy on the engagement of the external auditor to supply non-audit services

  • Monitors the enforcement of the Company’s Global Code of Conduct and the adequacy and security of its whistleblowing procedure

Provision of non-audit services by the external auditors Standard

Terms of reference for the Audit and Risk Committee

The Health, Safety, Environment and Security (HSES) Committee comprises four non-executive directors: Margareth Øvrum (Chair), Simon Henry, Andrew Hopwood and Steven Farris.

Role of the Committee
  • To monitor and review the Group’s HSES strategy;

  • To evaluate the effectiveness of the Group’s policies and systems for delivering the Group’s HSES strategy;

  • To monitor the quality and integrity of the Group’s internal and external reporting of HSES performance and issues; and

  • To assess the policies and systems within the Group for ensuring compliance with HSES regulatory requirements.

Terms of reference for the HSES Committee

The Nomination Committee comprises Blair Thomas (Chair), Andrew Hopwood and Anne Stevens.

Role of the Committee
  • To plan Board member succession and oversee plans for senior management succession, taking into account skills, knowledge, diversity and experience in so doing

  • To regularly review the structure, size and composition of the Board and Committees

  • To identify and recommend for Board approval suitable candidates to be appointed to the Board

Diversity

The Board fully embraces a culture based upon equal opportunities in the workplace. At the Board level, we are committed to ensuring that the process for all Board appointments is conducted, and appointments made, on merit, against objective criteria and with due regard to the benefits of diversity on the Board, including gender.

When preparing for a new Board appointment, an external search company is selected and requested to prepare a short list which takes into account the capabilities, skills and experience required for the role, as well as diversity of the Board in its widest sense, including gender diversity. The Board considers the proportion of women on the Board as part of its assessment when selecting a candidate for a Board position. We currently have four female Directors on the Board – Linda Cook (CEO), Anne Stevens, Margareth Øvrum and Anne Marie Cannon.

Terms of reference for the Nomination Committee

The Remuneration Committee comprises three non-executive directors: Anne Stevens (Chair), Anne Marie Cannon and Alan Ferguson.

Role of the Committee:
  • Develop and maintain a remuneration policy to attract, retain and motivate employees to enable the Company to meet its objectives, taking into account the long-term interests of employees, shareholders and other long-term stakeholders

  • Consider and approve the remuneration arrangements for the Chairman, the Executive Directors and other senior executives as determined by the Committee

  • Exercise oversight of the pay and performance conditions across the Group

Terms of reference for the Remuneration Committee