Corporate Responsibility

Board committees

The Board delegates specific responsibilities to certain committees being:

Each Committee has its own terms of reference set by the Board. The Company Secretary is the secretary of each Committee.

Audit Committee

The Committee is chaired by Richard North who is considered by the Board to have recent and relevant financial experience. The other members of the Committee are Sir Robin Miller, Rob Pieterse and John McNeil. Each member of the Committee is considered by the Board to be independent.

 

It serves as the primary link between the Board, the external auditors and internal audit. This facilitates the necessary independence from management and encourages the external and internal auditors to communicate freely and regularly with the Committee. Meetings of the Committee are attended by its members and invitations are extended to the Group Finance Director, Head of Group Audit and the external auditors.

 

The terms of reference for the Audit Committee are attached.

 

Mecom Audit Committee terms of reference 16 December 2008

Remuneration Committee

The Remuneration Committee consists of John McNeil (Chairman), Sir Robin Miller, Alasdair Locke.

 

The Committee has authority to determine the appropriate remuneration, benefits and employment conditions for the executive directors. The Committee also monitors the level of remuneration for senior management. The Committee sets the remuneration of the Executive Chairman.

 

The aim of the committee is to provide remuneration packages to ensure that directors are rewarded competitively in relation to other relevant companies. The Committee has sought to ensure that the balance of packages offered to directors and senior executives favors rewarding achievement of over and above budgeted performance targets.

 

A thorough review was undertaken by the Remuneration Committee for remuneration packages from the 1 January 2007.

 

The remuneration of non-executive directors is determined by the Board. No director plays a part in any discussion about his or her own remuneration.

 

The terms of reference for the Remuneration Committee are attached.

 

Mecom Remuneration Committee terms of reference February 2008 .pdf

Nomination Committee

The Nomination Committee has operated under its own terms of reference since 22 March 2007 having previously functioned jointly with the Remuneration Committee.

 

The Nomination Committee is chaired by Sir Robin Miller. The other members of the Nomination Committee are David Montgomery, John McNeil, Richard North, Jan Houwert, Alasdair Locke and Robert Pieterse.

 

The Committee’s principal responsibility is to keep the composition and balance of the Board under review and make recommendations to the Board on all new appointments and reappointments of non executive directors based on a rigorous selection process. Both Alasdair Locke and John McNeil, who joined the Board as non executive directors on 1 June 2006, were appointed on the recommendations of the Committee. The Committee will follow through such appointments by ensuring that an appropriate induction programme is in place and that ongoing training is provided for the Board as a whole to ensure that their skills and knowledge remain up-to-date.

 

Mecom Nomination Committee terms of reference March 2007.pdf

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