Company directors
Richard Wright, 64, (Non-Executive Chairman) joined the Board on 3 September 2001 and was appointed Chairman on 1 February 2006. He has previously held senior executive roles with the Ford Motor Company including Director, European operations at Jaguar Cars Limited, Director of Sales, Ford Motor Company Limited and President/Managing Director of Ford Belgium NV. He is the former Chair of the Board of National Savings and Investments, a former Senior Non-executive Director of Mentmore plc and a former Non-executive Director of Wagon plc, Sonas Group Limited and Sonas Investments Limited. He is currently a director of The Electric Car Corporation plc and Chair, Corporate Relations Board and member of The Business School Board at Warwick Business School, University of Warwick. Mr. Wright is a member of the Company's Nominations and Audit Committees.
Committees
The three principal standing committees of the Board are the Audit, Nominations and Remuneration Committees. The terms of reference of each of these Committees are available on application to the Company Secretary.
The Audit Committee reviews a wide range of accounting and financial reporting matters on behalf of the Board. It reviews the internal and external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half year and annual financial statements before they are presented to the Board for approval. The terms of reference of the Audit Committee also include keeping under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Auditor. The Committee is also required to review the nature and extent of non-audit services provided by the Auditor (in order to seek to balance the maintenance of objectivity and value for money), the effectiveness of the Group’s internal control systems and the scope and remit of the Company’s Internal Auditor. At least once each year the Audit Committee meets with the Auditor without the Executive Directors present.
The Nominations Committee is responsible for nominating candidates (both Executive and Non-executive) for the approval of the Board to fill vacancies or appoint additional persons to the Board. It is also responsible for making recommendations regarding the composition and balance of the Board and succession planning for other senior executives. In discharging its duties, the Committee considers the challenges and opportunities facing the Company and the skills and expertise required for the future. In relation to any new appointments, the Committee evaluates the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment.
The Remuneration Committee determines, on behalf of the Board, all elements of the remuneration packages of the Executive Directors and the Chairman and the framework and broad policy for the remuneration of other members of the senior executive management of the Group. It approves the terms of service contracts with Executive Directors and also approves any compensation arrangements resulting from the termination by the Company of a Director’s service contract. The Committee also approves the grant of long term incentives. The terms of reference of the Committee also include the provision of assistance to the Board in respect of the preparation of a report to Shareholders in relation to remuneration. In accordance with the Combined Code, the members of the Committee are all independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgment.
