Board Committees

The Board has three standing committees - the Audit, Nomination and Remuneration Committees - to which it has delegated certain responsibilities.

The Code states that the terms of reference of the Audit, Remuneration, and Nomination Committees should be made available to the public on request and placed on the Company's website. The terms of reference of these three committees can be found within this section.

Dods (Group) PLC Board of Directors membership of Audit, Remuneration and Nomination Comittees:
 

Board Member

Audit Committee

Remuneration Committee

Nomination Committee

Michael Higgins
(Chairman)
M   C

Sir William Wells
(Non-executive Director)

  M

M

Lord Adonis
(Non-executive Director)

 

M

M

Henrietta Marsh
(Non-executive Director)
M C M

 

Key:
C= Chairman of the committee
M = Member of the committee

Audit Committee

The Audit Committee comprises non-executive directors of the Company and meets no less than twice a year with the external auditors together with various representatives of the executive and finance functions. It also meets privately with the external auditors on an adhoc basis. The Committee, inter alia:

  • is responsible for the appointment, review and remuneration of the external auditors and has authority to pre-approve their engagement for both audit and permitted non-audit services within an agreed framework
  • annually assesses the independence and objectivity of the auditors;
  • reviews the annual and interim financial statements, the Group's accounting policies and procedures and its financial control environment, and
  • reviews the Group's system of internal controls, including risk management procedures

Terms of Reference for the Audit Committee

Nomination Committee

Chairman, Michael Higgins

The Nomination Committee comprises the Chairman and all the non-executive directors and meets at least once a year. It is responsible for reviewing the composition and structure of the Board and for making recommendations to the Board for its consideration and approval.

Terms of Reference for the Nomination Committee

Remuneration Committee

Chairman, Henrietta Marsh

The Remuneration Committee comprises all the non-executive directors and meets at least twice a year and otherwise as necessary. It advises the Board on the Company's remuneration strategy and determines, on behalf of the Board and within its remuneration framework, the individual remuneration package of each of the executive directors and certain members of the senior management team.

No director is involved in deciding his own remuneration, whether determined by the Committee, or in the case of non-executives, by the Board.

Terms of Reference for the Remuneration Committee