The Board has established Nomination, Remuneration, and Audit and Risk Committees, each with formally delegated duties and responsibilities with written terms of references.

From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. Committees of the Board have no executive power with regard to their recommendations and do not relieve the Directors of their responsibility for these matters.

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board. The Committee is responsible for evaluating the balance of skills, experience, independence and knowledge on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors, and will make appropriate recommendations to the Board on such matters. The Nomination Committee also considers succession planning, taking into account the skills and expertise that the Board will require in the future.

The Nomination Committee is composed of three members, two of whom are Independent Non-Executive Directors (David Danziger and Colin Sturgeon), and Neil Goulden, the Chairman of the Board. Neil Goulden is chairman of the Nomination Committee.

The Nomination Committee will meet formally at least twice a year and otherwise as required.

Full terms of reference

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and recommending and monitoring the remuneration of senior management below Board level.

The membership of the Remuneration Committee comprises of three Independent Non-Executive Directors (Colin Sturgeon, Paul Pathak and Nigel Brewster) with Neil Goulden, the Chairman of the Company, to attend from time to time, as an observer. Colin Sturgeon is the chairman of the Remuneration Committee.

The Remuneration Committee will meet formally at least twice a year and otherwise as required.

Full terms of reference

Audit and Risk Committee

The Audit & Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment, reappointment, removal and independence of external auditors, and reviewing the effectiveness of the Company’s internal audit activities, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the interim financial statements, including the half-yearly reports, remains with the Board.

The Audit & Risk Committee is also responsible for (i) advising the Board on the Company’s risk strategy, risk policies and current risk exposures; (ii) overseeing the implementation and maintenance of the overall risk management framework and systems; (iii) reviewing the Company’s risk assessment processes and capability to identify and manage new risks; and (iv) establishing, reviewing and maintaining procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Audit and Risk Committee (ARC), has on behalf of the Board, reviewed the effectiveness of the Groups risk management and internal control.

As a result of the review, the ARC have recommended to the Board that it considers the measures that have been, or are planned to be implemented, are appropriate to the Group’s circumstances.

During the course of 2017 a number of activities have been undertaken to support this view. In Q1 of 2017 a comprehensive review of our financial internal controls were completed as part of the Section 52-109 of the Canadian Listing Requirements with the results of this presented to the ARC and Board; during Q3 the ARC received an update on the specific risk reviews which had been completed in the divisions; and in Q4 the Group engaged PwC to undertake a review of the existing risk framework and risks to ensure these were fit for purpose and would support the growth of the business moving forward. Further detail on the approach to risk management is given on Pages 20-24 of the Annual Report.

The Board are committed to the continued development of internal controls and risk management, so have engaged PwC to provide further support on the implementation of the revised framework and a wider review of the control environment through 2018.

An internal audit function does not currently exist within the Group. The Audit Committee are satified that this is appropriate but intend to keep it under annual review.

The membership of the Audit & Risk Committee comprises three Independent Non-Executive Directors (David Danziger, Jim Ryan and Nigel Brewster), with Keith Laslop attending from time to time as an observer. Each of the members of the Audit & Risk Committee is considered ‘independent’ and ‘financially literate’. Nigel Brewster is the chairman of the Audit & Risk Committee.

The Audit & Risk Committee meets formally at least four times a year and otherwise as required.

Full terms of reference