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The Board has established an Audit Committee, a Remuneration committee and an Executive Management Committee to each of which duties and responsibilities have been formally delegated.
Audit Committee
The audit committee comprises the two non-executive Directors under the chairmanship of Larry J. Woolf. It meets at least twice per year and overviews the monitoring of the Group's internal controls, accounting policies and financial reporting and provides a forum through which the external auditors report. It meets at least once a year with the external auditors without executive Board members present. The ultimate responsibility for review and approving the annual accounts and interim statements remains with the Board.
Remuneration Committee
The Remuneration Committee comprises the two non-executive Directors under the chairmanship of Sir Michael Wilkes. It reviews, inter alia, the performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of the shareholders. The Remuneration Committee also determines the allocation of the share options to executive Directors and employees. The Remuneration Committee meets at least twice per year.
It is a policy of the Remuneration Committee that no individual participates in discussions or decisions concerning his or her own remuneration.
Executive Management Committee
Operational decision making is delegated to the Executive Management Committee which is a committee consisting of all the executive Directors and certain members of senior management. The Executive Management Committee meets as required.
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