Board Committees

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

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

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

Board Member

Audit Committee

Remuneration Committee

Cheryl C. Jones

Sir William Wells
(Non-executive Director)


Lord Adonis
(Non-executive Director)




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

Remuneration Committee

Chairman, Cheryl Jones

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