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Investors

Committees

Introduction

The Board has Audit, Nomination and Remuneration Committees. Each Committee has formal, written terms of reference which are available. All three independent non-executive directors together with the non executive Chairman attend these Committees The Company Secretary advises and acts as secretary to the Committees.

The Committees have authority to take external, independent professional advice at G&H’s expense for matters relating to the discharge of their duties.

Audit Committee

Chair: Louise Evans
Members: Brian Phillipson, Jim Haynes

The principal responsibilities of the Committee are:

  • Reviewing the effectiveness of the Company’s financial reporting, internal control policies and procedures for the identification, assessment and reporting of risk;
  • Advising the Board on whether the Committee believes the Annual Report taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy;
  • Considering and making recommendations to the Board as to the appointment, reappointment or removal of the external auditors and the approval of their remuneration and terms of engagement;
  • Assessing the external auditors’ independence and objectivity and the effectiveness of the audit process; and
  • Reviewing the policy on the engagement of the external auditors to supply non-audit services.

The Committee provides oversight of the financial reporting process, the audit process, the Company’s system of internal controls and compliance with laws and regulations.

The activities of the Audit Committee undertaken during FY 2021 can be found on page 62 of the Annual Report (PDF).

Terms of reference of the Audit Committee (PDF).

Remuneration Committee

Chair: Brian Phillipson
Members: Gary Bullard, Louise Evans, Jim Haynes

The Committee’s primary function is to recommend to the Board an overall strategy for the remuneration of executive directors and senior management and, within the agreed strategy, determine a remuneration policy for executive directors which is aligned to the long-term success of the Company and its shareholders.

The statement from the Chair of the Remuneration Committee and the activities of the Committee undertaken during FY 2021 can be found on pages 65 to 72 of the Annual Report (PDF).

Terms of Reference for the Remuneration Committee (PDF).

Nomination Committee

Chair: Gary Bullard
Members: Brian Phillipson, Louise Evans, Jim Haynes, Mark Webster

The role of the Nomination Committee is to:

  • Review the composition of the Board and its committees.
  • Identify and recommend for Board approval suitable candidates to be appointed to the Board.
  • Consider succession planning for Directors and other senior executives and in doing this considers diversity, experience, knowledge and skills.
  • Consider the gender balance of those in senior management and their direct reports

The activities of the Nomination Committee undertaken during FY 2021 can be found on page 64 of the Annual Report (PDF).

Terms of reference of the Nomination Committee (PDF).