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Terms of Reference

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AUDIT COMMITTEE TERMS OF REFERENCE

As adopted 12 May 2020 and amended 9 February 2022

The Committee supports the Board in fulfilling its responsibilities in relation to financial reporting, monitoring the integrity of the financial statements and other announcements of financial results published by the Group; and reviewing and challenging any significant financial reporting issues, judgements and actions of management in relation to the financial statements. The Committee reviews the effectiveness of the Group’s internal controls and risk management systems and the effectiveness of the Group’s 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. The Group supports an independent and confidential whistleblowing procedure and the Committee monitors the operation of this facility.

NOMINATION COMMITTEE TERMS OF REFERENCE

As adopted 12 May 2020

The primary role of the Committee is to monitor and maintain an appropriate balance of skills, experience, independence and diversity on the Board while regularly reviewing its structure, size and composition. It is also responsible for ensuring there is a formal, rigorous and transparent process for the appointment of new Directors to the Board.

REMUNERATION COMMITTEE TERMS OF REFERENCE

As adopted 12 May 2020

The Remuneration Committee comprises solely of independent, non-executive Directors. The Chairman is Helen Pitcher.
The Remuneration Committee meets at least twice a year. During FY20 the Remuneration Committee met seven times.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) COMMITTEE TERMS OF REFERENCE

As adopted 22 July 2020 and amended 9 February 2022

The members of the Committee shall be appointed by the Board and shall comprise of a Chairman and at least three other members, two of whom shall be non-executive directors and two of whom shall be executive directors.