Committees

The Board operates under a schedule of matters reserved specifically for their determination which can be found here.

There is also a division of responsibility between the Chairman, the Deputy Chairman and Chief Executive Officer, which can be found here.

The Audit and Risk Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, risk management, whistleblowing and fraud systems in place within the Group.

The Audit and Risk Committee will normally meet at least four times a year and as requested by the external auditor. The Audit and Risk Committee is chaired by Debbie White on an interim basis, and its other members are Natalie Ceeney and Professor Dame Janet Husband.

The terms of reference of the Audit and Risk Committee can be found here.

The Clinical Governance and Safety Committee assists the Board in monitoring the Group’s non-financial risks including clinical performance, health and safety and facilities and plant. The clinical governance and safety committee also reports to the Audit and Risk Committee on matters of internal control and risk management within its remit. The Clinical Governance and Safety Committee will normally meet at least six times a year.

The Clinical Governance and Safety Committee is chaired by Professor Dame Janet Husband and its other members are Jenny Kay, Professor Cliff Shearman and Justin Ash. The Clinical Governance and Safety Committee is supported by the Group Clinical Director/Chief Nurse and Group Medical Director.

The term of reference of the Clinical Governance and Safety Committee can be found here.

With the implementation of the EU’s Market Abuse Regulations in 2016, the Board established a Disclosure Committee to ensure, under delegated authority from the Board, that the Company complies with its disclosure obligations, specifically under the Market Abuse Regulation and related legislation. The Disclosure Committee also manages the Company’s share dealing code, ensuring colleague compliance and provides training where required.

The Disclosure Committee is chaired by Sir Ian Cheshire and its other members are Justin Ash, Harbant Samra and Debbie White.

The terms of reference of the Disclosure Committee can be found here.

The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman, Chief Executive Officer and other senior executives.

The Nomination Committee will normally meet at least twice a year. The Nomination Committee is chaired by Sir Ian Cheshire and its other members are Natalie Ceeney, Professor Dame Janet Husband, Dr Ronnie van der Merwe and Debbie White.

The terms of reference of the Nomination Committee can be found here.

The Remuneration Committee recommends the Group’s policy on executive remuneration, determines the levels of remuneration for the Chairman, Executive Directors and other senior executives. It prepares an annual remuneration report for approval by shareholders at the annual general meeting. The Remuneration Committee will normally meet at least three times a year.

The Remuneration Committee is chaired by Natalie Ceeney and its other members are Paula Bobbett and Jenny Kay.

The term of reference of the Remuneration Committee can be found here.