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Corporate Governance

The Directors recognise the importance of adopting good corporate governance practices in the best interests of all shareholders.


The Board has a Remuneration Committee, an Audit Committee, a Nomination Committee and a Risk Committee.  Each committee reports to the Board on its activities.


 


Remuneration Committee


The Remuneration Committee comprises independent Non-Executive Directors of the Company. The members of the Committee are:



  • Peter D McNamara

  • James F Thornton

  • Elaine F Draper

  • Mark J Smith (Chair)


The Committee meets at least twice in each year and at such other times as the Chairman of the Committee sees fit.


The Chairman of the Committee is appointed by the Board on the recommendation of the Nomination Committee. The quorum for the Committee is two.


The duties of the Committee are to:



  • determine and agree with the Board the framework or broad policy for the remuneration of the Chairman, Executive Directors and any employees that the Board delegates to it;

  • within the terms of the agreed policy, determine individual remuneration packages including bonuses, incentive payments, share options, pension arrangements and any other benefits;

  • determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;

  • in determining individual packages and arrangements, give due regard to the comments and recommendations of the Code;

  • be told of and be given the chance to advise on any major changes in employee benefit structures in the Company;

  • recommend and monitor the level and structure of remuneration for senior managers below Board level as determined;

  • agree the policy for authorising claims for expenses from the Chief Executive and from the Chairman of the Board; and

  • recommend an annual report for the Board to put to Shareholders on executive remuneration compliant with relevant legal and regulatory provisions.


The Committee is authorised by the Board to:



  • seek any information it requires from any employee of the Group in order to perform its duties;

  • be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference for any remuneration consultants providing advice to the Committee, at the Group’s expense; and

  • obtain, at the Group’s expense, outside legal or other professional advice where necessary in the course of its activities.


 


Audit Committee


The Audit Committee comprises independent Non-Executive Directors of the Company. The members of the Committee are:



  • James F Thornton (Chair)

  • Peter D McNamara

  • Elaine F Draper

  • Mark J Smith


The Audit Committee reviews each year the arrangements for safeguarding auditor objectivity and independence. The Audit Committee reviews the scope, results and cost-effectiveness of internal and external audit, and has delegated power from the Board to exercise the power from shareholders to agree fees for external auditors. The Audit Committee is responsible for satisfying itself on the independence and objectivity of external auditors and the independence of internal auditors.


As directed by the Audit Committee, the principal function of the Group’s internal audit team is to verify the physical presence and control procedures surrounding the cash, pledge and inventory balances within stores and the Group’s Jewellery Centre. The internal audit team report to the Audit, Security and Compliance executive meetings and the Audit Committee reviews those minutes.


The Committee reviews the operation of internal controls and reports to the Board on the annual review of the internal control and risk management.


 


Nomination Committee


The Nomination Committee comprises independent Non-Executive Directors of the Company.


The members of the Committee are:



  • Peter D McNamara (Chair)

  • James F Thornton

  • Elaine F Draper

  • Mark J Smith


 


The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:



  • identifying and nominating candidates to fill Board vacancies;

  • evaluating the structure and composition of the Board with regard to the balance of skills, knowledge and experience and making recommendations accordingly;

  • reviewing the time requirements of Non-Executive Directors;

  • giving full consideration to succession planning; and

  • reviewing the leadership of the Group.


 


Risk Committee


The Risk Committee comprises independent Non-Executive Directors of the Company. The members of the Committee are:



  • Peter D McNamara

  • James F Thornton

  • Elaine F Draper (Chair)

  • Mark J Smith


The Risk Committee is responsible for reviewing and reporting to the Board on:



  • the Group’s risk appetite (the extent and categories of risk which the Board regards as acceptable for the Company to bear);

  • the Group’s risk management and internal controls framework (it’s principles, policies, methodologies, systems, processes, procedures and people); and

  • in respect of the processes and procedures, the arrangements for the identification, assessment, monitoring management and oversight of risk.


The Risk Committee reviews the regular reports of the Head of Compliance to oversee the operational management of the compliance framework.


The Committee should make recommendations to the Board in respect of all risks faced by the Company outside of its declared risk appetite.