This Corporate Governance section provides details of the membership of the Board and its Committees, as well as a summary of their responsibilities and activities.
The Board comprises three executive directors and seven non-executive directors, including the Chairman. Two non-executive directors, Lord Sassoon and Adam Keswick, are also directors of Jardine Matheson, which has a 40+% interest in the Company. The knowledge held by these directors, from long standing relationships between Jardine Matheson and the Company, is particularly valuable.
The Company has established formal procedures for the structure and authorities through which the Board discharges its responsibilities for the management and direction of the Group. The Board meets regularly to review the performance of the Group and to discuss matters that it has reserved to itself for decision, as well as any other matters that are referred to it. To assist in the discharge of its responsibilities the Board has established a number of standing committees, which are outlined below.
Audit and Risk Committee
The Terms of Reference of the Audit and Risk Committee cover all matters indicated by the UK Corporate Governance Code and include responsibility for providing advice to the Board on the Group's interim and financial statements, its accounting policies and on the control of its financial and business risks as well as reviewing the work of the internal and external auditors.
The Remuneration Committee is responsible for setting the remuneration and terms and conditions of employment of the executive directors of the Company and setting overall remuneration policy for senior management of the Group. It also approves the allocations under all long term incentive plans and share option schemes.
The committee comprises the Chairman and the non-executive directors. Its purpose is to make recommendations to the Board on the appointment of directors of the Company.