The Directors have established an Audit Committee, a Remuneration Committee, a Technical and Operations Committee and a Nominations and Governance Committee with formally delegated rules and responsibilities. Each of these committees meets on a regular basis as appropriate. Links to the terms of reference of each of the committees can be found below.

Audit Committee

The Audit Committee currently comprises Steve Callaghan and Mike Lloyd, under the Chairmanship of Aidan Hughes. Meetings of the Committee are attended, at the invitation of the Committee, by the external auditors, the Chief Executive Officer and the Chief Financial Officer. The Committee meets with the external auditors on a regular basis without the Executive Directors being present.   The Committee is authorised to seek any information it requires from any employee of the Group in order to perform its duties, and obtain any outside legal or other independent professional advice it requires at the Company’s expense.   During its meetings the Audit Committee considered, amongst other items, the following:

  • the integrity of the financial statements and other formal announcements relating to the Group’s financial performance, the going concern status of the Group and judgements that are contained within the financial statements;
  • the Group’s internal control and risk management policies and systems, and their effectiveness;
  • the Group’s whistle-blowing procedures to ensure that employees are able to raise concerns, in confidence, about possible wrong doing in financial reporting and other matters;
  • the requirements for an internal audit function. The Audit Committee is satisfied that the Group does not currently require an internal audit function;
  • the relationship with the external auditor, in particular satisfying itself as to the independence and effectiveness of the external auditor; and
    the policy on the engagement of the external auditors to supply non-audit services

Read our terms of reference

Technical and Operations Committee

The Technical and Operations Committee was set up during 2014. The members of the committee are Mike Lloyd as Chairman and James Falla, the Chief Operating Officer, Rob Trezona and Mark Selby, the Chief Technology Officer.

The committee advises the Board on issues relating to the execution of the Group’s technology programme.

Read our terms of reference

Remuneration Committee

The members of the Committee are Steve Callaghan as Chairman of the Committee and Alan Aubrey, Aiden Hughes and Mike Lloyd. The committee governs all aspects of the Executive Directors’ and Chairman’s remuneration and reward arrangements and advises on employee benefit structures throughout the Group.

Read our terms of reference

Nomination & Governance Committee

The members of this Committee comprises Mike Lloyd and Steve Callaghan, under the Chairmanship of Alan Aubrey. The Committee considers the composition of the Board and is responsible for reviewing the composition and structure of the Board and for identifying and recommending candidates for Executive and Non-Executive Director positions.

Read our terms of reference