Audit Committee

The Audit Committee comprises a minimum of three Non-Executive Directors. The Committee supports the Board in fulfilling its responsibilities in relation to financial reporting, monitoring the integrity of financial statements and other announcements of financial results published by C&C. It also reviews and challenges any significant financial reporting issues, judgements and actions of management in relation to the financial statements.

The Audit Committee reviews the effectiveness of the Group’s internal controls, risk management system and the Internal Audit Function. On behalf of the Board, the Committee manages the appointment and remuneration of the external auditor and monitors its performance and independence.

Current members: John Gibney (Chair), Vincent Crowley, Jill Caseberry

Audit Committee Terms of reference

Remuneration Committee

The Remuneration Committee comprises of four Non-Executive Directors. The Committee is responsible in determining and agreeing with the Board the framework or broad policy for the remuneration packages of the Chair, Executive Directors and the Company Secretary, reviewing and having regard to the remuneration trends across the Group, and approving the design of, and determining targets for, any performance-related pay schemes and share incentive plans. It also oversees any major changes in employee benefits structures throughout the Group.

Current members: Angela Bromfield (Chair), Jill Caseberry, Vineet Bhalla, John Gibney

Remuneration Committee Terms of Reference

Nomination Committee

The Nomination Committee comprises of the Chair and three Non-Executive Directors. The Committee is responsible for Board recruitment and conducts a continuous and proactive process of planning and assessment, taking into account the Board’s composition against C&C’s strategic priorities and the main trends and factors affecting long-term success and future viability. The committee’s key objective is to ensure that the Board comprises individuals with the necessary skills, knowledge, experience and diversity to ensure that the Board is effective in discharging its responsibilities and that appropriate succession arrangements are in place.

Current members: Ralph Findlay (Chair), Vincent Crowley, Angela Bromfield, Chris Browne

Nomination Committee Terms of Reference

ESG Committee

The ESG Committee comprises three Non-Executive Directors and one Executive Director. To reflect C&C’s ongoing commitment to operating a sustainable business, the Board established the ESG Committee in 2020. The Committee has primary responsibility for sustainability and climate change issues. The Committee also assists the Board in defining the Group’s ESG strategy, reviews ESG policies and practices of the Group and provides oversight of C&C’s management of ESG matters and compliance with legal and regulatory compliance.

Current members: Vineet Bhalla (Chair), Patrick McMahon, Sarah Newbitt, Chris Browne

ESG Committee Terms of Reference