The Board has delegated a number of its responsibilities to the Audit and Nomination Committees. The company ensure these committees have the right resources to undertake their duties.

Nomination Committee

The Nomination Committee monitors performance against budgets and forecasts, and evaluates the Board members to ensure they have the necessary skills in place to effectively manage the business.

Nomination Committee Report

Iain Ferguson, Chairman of the Nomination Committee

2016 Key achievements
  • Considered the succession planning requirements at Board and Committee level and agreed a timetable for Non-Executive Director succession
  • Confirmed the independence of Maarit Aarni-Sirviö and recommended her re-appointment for a further three year term
  • Monitored the recruitment and induction of new members to the Executive Board
  • Focused on the development of effective working relationships within the Executive Board
Areas of focus in 2017
  • Continue to develop Board and executive succession plans, ensuring they are linked to the mid and long-term strategic objectives of the Group
  • Review, and where appropriate enhance, Board appointment and induction processes to ensure they are fit for purpose and in line with best practice
  • Begin the process of identifying new Non-Executive Directors in accordance with the agreed succession timetable (please see detailed succession timetable on page 78 in our Annual Report 2016). 

Despite there being no changes to Board appointments during the year, the Committee has been active in a number of areas. This activity extends beyond formal meetings of the Committee (we met formally on one occasion during the year), with the Committee members discussing matters such as succession planning, executive talent development and pipeline and Board culture at other events (for example: at Board dinners, during the meeting of the Non-Executive Directors and at site visits).

Please see pages 77-79 in our Annual Report 2016 for full Nomination Committee report.
You can view our Nomination Committee Terms of Reference here.

Audit Committee

The Audit Committee monitors and reviews the integrity of the financial statements, the effectiveness of the external auditors, and oversees the processes for internal control and risk management.

Audit Committee report

Andrew Wood, Chairman of the Audit Committee

"We have gained assurance around the processes that support financial reporting, risk management, internal controls; and legal and regulatory compliance in relation to the requirements delegated to the committee".

2016 Key achievements

  • Reviewed the significant financial judgements made during the year
  • Focused on the Group's risk management in order to ensure that the implementation of our new business strategy did not weaken our internal control systems
  • Conducted a review of our external auditors and proposed reappointment of PricewaterhouseCoopers LLP for the year ending 31 December 2017
  • Conducted a review of the 2016 Annual Report and Accounts to confirm that it was fair, balanced and capable of being understood by shareholders
  • Completed a focused internal audit programme during 2016
Areas of focus in 2017
  • Continue to monitor the implementation of the business strategy and its impact on the Group's internal control and risk management framework
  • Support the delivery of a comprehensive internal audit programme
  • Undertake a more detailed review of the effectiveness of the external auditor

Please see pages 80-87 in our Annual Report 2016 for the full Audit Committee report.
You can view our Audit Committee Terms of Reference here.


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