The Board has delegated specific responsibilities to the following committees:
(a) Executive Committee
The executive committee consists of the executive directors under the chairmanship of Dr AW Nelson and is responsible for the development of strategy, annual budgets and operating plans linked to the management and control of the day-to-day operations of the group. The executive committee is also responsible for monitoring key research and development programmes and for ensuring that the Board policies are carried out on a group-wide basis.
(b) Audit Committee
The audit committee consists of the non-executive directors, Sir Derek Jones, Sir David Grant and Mr Phil Smith, and meets at least twice a year under the chairmanship of Sir Derek Jones. The audit committee has specific written terms of reference which deal with its authority and responsibilities and these are available for inspection upon request to the Company Secretary. Its duties include monitoring internal controls throughout the group, approving the group's accounting policies, and reviewing the group's interim and financial statements before submission to the full Board. The audit committee also reviews and approves the scope and content of the group's annual risk assessment programme and the annual audit. In order to minimise costs, there is currently no internal audit function within the group. The audit committee reviews each year the need to implement an internal audit function. The Finance Director, other financial management and the external auditors attend meetings of the audit committee by invitation. The committee also holds separate meetings with the external auditors, as appropriate.
Audit Committee - Terms of Reference
(c) Remuneration Committee
The remuneration committee consists of the non-executive directors, Sir David Grant, Mr Phil Smith and Sir Derek Jones, and meets at least twice a year under the chairmanship of Sir David Grant. The Chief Executive attends meetings of the remuneration committee by invitation to respond to questions raised by the committee, but he is excluded from any matter concerning the details of his own remuneration.
The remuneration committee has specific terms of reference which deal with its authority and duties and these are available for inspection upon request to the Company Secretary. The remuneration committee is responsible for setting salaries, incentives and other benefit arrangements of executive directors and senior executives and overseeing the group's employee share schemes. The group's policy on directors' remuneration has been in line with the Code provisions throughout the year, full details of which are given in the remuneration report. Members of the remuneration committee do not participate in decisions concerning their own remuneration.
Remuneration Committee - Terms of Reference
(d) Nominations Committee
The nominations committee consists of the non-executive directors, Sir David Grant, Mr Phil Smith and Sir Derek Jones, and meets at least twice a year under the chairmanship of Sir David Grant.
Nominations Committee - Terms of Reference