Committees
The Board delegates clearly defined powers to its Audit, Remuneration and Nomination Committees whilst the Company’s Social Responsibility Committee is responsible for reviewing the Company’s policies on corporate social responsibility and making appropriate recommendations to the Board. The minutes of each Committee are circulated to and reviewed by the Board.
Audit Committee
| Chairman: | Nigel Payne | |
| Members: | Sean O'Connor | |
| Secretary: | Daniel Talisman |
The Audit Committee meets at least twice a year (and met three times during the last financial year) and normally invites a representative of both the auditors and the Executive Directors, the latter usually being the Group Finance Director. The terms of reference of the Committee include monitoring the auditors’ performance and reviewing accounting policies and financial reporting procedures. Terms of Reference for the Committee can be viewed on the Company’s website and are available in writing on request.
Nomination Committee
| Chairman: | Sean O'Connor | |
| Members: | Brian Harris | |
| Secretary: | Daniel Talisman |
The Committee sits formally at least twice a year and met twice during the last financial year. Terms of Reference for the Committee can be viewed on the Company’s website and are available in writing on request.
The Committee is responsible for monitoring and formally reviewing the performance, composition, balance and expertise of the Board as a whole and making an appraisal of the contribution of individual directors, including a review of their time commitment and attendance records. The Committee also considers succession planning for the Board and Group senior management. When necessary the Committee prepares a description of the role to be filled and engages external consultants to administer a detailed search and the generation of a shortlist. Any recommendations for appointments or replacements are brought before the Board.
Remuneration Committee
| Members: | Brian Harris | |
| Sean O'Connor | ||
| Secretary: | Daniel Talisman |
The Remuneration Committee meets when necessary during the year (and met eight times during the last financial year) and considers the terms of employment and overall remuneration for the Executive Directors and key members of senior management. In particular, the Committee makes decisions regarding grants under share plans, salaries and incentive compensation. Terms of Reference for the Committee can be viewed on the Company’s website and are available in writing on request. The remuneration of Non-Executive Directors is determined by the Board.
Social Responsibility Committee
| Chairman: | Brian Harris | |
| Members: | Sean O'Connor | |
| Daniel Talisman | ||
| Dave Hobday | ||
| Secretary: | Daniel Talisman |
The Committee intends to meet at least four times a year and in fact met six times during the last financial year. The Director of Audit, Internal Control & Compliance, the Group Fraud Manager and the Group Head of Human Resources attend its meetings and the Chief Executive Officer is appraised of the Committee’s work at least twice in the course of the year. The Committee attends at least two Audit Committee meetings in each financial year.
The Committee is responsible for reviewing the Company’s policies on corporate social responsibility and stimulating group-wide best practice on matters including age verification, fraud, money laundering, responsible gaming and privacy.
