Board Committees

Committee members

• Nigel Lingwood (Chair)
• Amanda Mellor
• Jonathan Davis
• Claire Tiney

Role and responsibilities

The key responsibilities of the Committee are:

• assessing whether the structure, size and composition (including the skills, knowledge, independence, experience and gender and ethnic diversity) of the Board continue to meet the Group’s business and strategic needs;
• considering succession planning and talent development for the Executive Directors and the Senior Management Team and, in particular, for the key roles of Chair of the Board and Chief Executive Officer, taking into account the challenges and opportunities facing the Group and the future skills and expertise needed on the Board; and 
• identifying and nominating, for approval by the Board, candidates to fill Board vacancies as and when they arise together with leading the process for such appointments.

Committee members

• Jonathan Davis (Chair)
• Nigel Lingwood
• Amanda Mellor
• Claire Tiney

Role and responsibilities

The primary function of the Committee is to assist the Board in fulfilling its responsibilities with regard to the integrity of financial reporting, audit, risk management and internal controls. This comprises:

• monitoring and reviewing the Group’s accounting policies, practices and significant accounting judgements;
• reviewing the annual and half-yearly financial statements, trading statements and any other financial announcements; 
• reporting to the Board on whether the Annual Report and Accounts is fair, balanced and understandable;
• reviewing the Board’s shorter-term cash flow forecasts and its method for assessing the Group’s long-term viability;
• approving the appointment and recommending the re-appointment of the External Auditor and its terms of engagement and fees;
• reviewing the scope of work to be undertaken by the External Auditor and reviewing the results of that work;
• monitoring and reviewing the effectiveness of the external audit process and the External Auditor;
• reviewing and monitoring the independence of the External Auditor and approving its provision of non-audit services;
• monitoring and reviewing the adequacy and effectiveness of the risk management systems and processes and, where appropriate, making recommendations to the Board on areas for improvement;
• monitoring and reviewing the effectiveness of the Group’s Internal Audit function, and resolution of its material findings, in the context of the Group’s overall risk management systems;
• reviewing reports from the Chief Financial Officer on the controls to mitigate fraud risk; and
• overseeing the Group’s procedures for its employees to raise concerns through its Whistleblowing Policy as set out in the Code of Conduct.

Committee members

• Celia Baxter (Chair)
• Emmanuelle Dubu

Role of the Committee

The role of the Committee is to recommend to the Board a strategy and framework for remuneration for Executive Directors and the Senior Management Team in order to attract and retain leaders who are focused and incentivised to deliver the Company’s strategic business priorities, within a remuneration framework which is aligned with the interests of our shareholders and thus designed to promote the long-term success of the Company.

The Committee has clearly defined terms of reference which are available on the Company’s website, www.volutiongroupplc.com. The Committee’s main responsibilities are to:

• establish and maintain formal and transparent procedures for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors, and to monitor and report on them;
• determine the remuneration, including pension arrangements, of the Executive Directors, taking into account pay and policies across the wider workforce;
• monitor and make recommendations in respect of remuneration for the tier of senior management one level below that of the Board;
• approve annual and long-term incentive arrangements together with their targets and levels of awards;
• determine the level of fees for the Chair of the Board; and
• select and appoint the external advisers to the Committee.