Board Committees
Remuneration Committee
The Remuneration Committee comprises Christina Kennedy, Laurence Blackall and Ian McKenzie and is chaired by Christina Kennedy. The Committee meets not less than twice a year to determine all aspects of the remuneration of the executive directors and other senior managers. The fees of the non-executive directors are determined by the board as a whole. No director or employee has a role in determining his own remuneration. The Committee determines overall policy for executive remuneration. The Committee sets levels of remuneration to attract, retain and motivate executive directors and other senior managers and, in doing so, takes into account the level of remuneration throughout the telecommunications industry. Employees throughout the group, including executive directors, have performance reviews annually.
Audit Committee
The Audit Committee comprises Laurence Blackall, Christina Kennedy, Ian McKenzie and is chaired by Laurence Blackall. Christina Kennedy is considered by the board to have relevant financial experience. The Committee operates under written terms of reference and is scheduled to meet at least twice a year with the company.s external auditors, and the executive directors present by invitation only. The Committee meets with the external auditors without the executive directors present as it considers appropriate. The Committee is responsible for the independent monitoring of the effectiveness of the system of internal control, compliance, accounting policies and published financial statements on behalf of the board. This is achieved primarily through a review of the annual financial statements and a review of the nature and scope of the external audit. Any significant findings or identified risks are examined so that appropriate action may be taken. The Committee is also responsible for keeping under review the independence and objectivity of the external auditors, including a review of non-audit services provided to the group, consideration of any relationships with the company that could affect independence, and seeking written confirmation from the auditors that, in their professional judgement, they are independent.
Nomination Committee
The Nomination Committee comprises Christina Kennedy, Laurence Blackall and Ian McKenzie and is chaired by Christina Kennedy. The Committee meets as required and considers the appointment of all directors and senior managers
