Committees

Audit Committee

The Audit Committee currently consists of two Non-Executive Directors who formally met twice during the year under the Chairmanship of Louise Cretton. Whilst Louise Cretton has been a member of the board for more than sixteen years (non- consecutively), the Board nevertheless considers that Louise Cretton fulfils the roles of Audit Chair and Non-Executive Director with independence of character and judgement and has concluded that
it is appropriate to retain the experience, corporate memory and knowledge of the business possessed by Louise Cretton in her role as Chair of the Audit Committee.

The Chief Financial Officer and the external auditors attend meetings of the Audit Committee by invitation. The Committee may also hold separate meetings with the external auditors as appropriate.

The Audit Committee duties include monitoring internal controls throughout the Group, approving the Group’s accounting policies and reviewing the Group’s interim results and full year statements before submission to the full board. The Audit Committee also reviews the risk register and risk appetite of the Group and monitors the independence of the external auditors.

The Audit Committee acts to ensure that the financial performance of the Group is properly recorded and monitored, and in fulfilling its role, it meets annually with the auditors and reviews the external audit report.

During the course of this year, the Audit Committee reviewed the Terms of Reference for the committee. In between the formal meetings, the Chair had discussions with the audit partner at PwC to discuss issues on mutual performance and planning. Particular attention has been given to financial resource and the audit in Ethiopia this year. In addition, there has also been a focus on stock identification and measurement.

The contents of the meetings are recorded in the minutes which are then circulated to the committee by the Chair, for review before being issued. The Chair reports on the full agenda and discussions to the Board.

Remuneration Committee

The Remuneration Committee consists of the three Non-Executive Directors and meets at least once a year under the Chairmanship of Godfrey Davis.

The purpose of the Committee is to review the performance of the full-time Executive Directors and to set the scale and structure of their remuneration and the basis of their service agreements with due regards to the interests of the shareholders.
In fulfilling this responsibility, the Remuneration Committee is responsible for setting salaries, incentives and other benefit arrangements of Executive Directors. The Remuneration Committee also advises the Board on the remuneration policy for senior Executives and may invite participation in the Company’s long-term incentive share scheme.

During the course of this year, the Committee reviewed, in detail, the remuneration of the directors and senior employees, including the setting and measurement of annual bonus and long- term incentive targets. In between formal meetings, the Chair has taken external advice on long-term incentives, which are an area of focus as the business invests in developing and incentivising its management team.

The contents of the meetings are recorded in the minutes which are circulated to the Committee by the Chair for review before being issued. The Chair reports on the full agenda and discussions of the Board.

Nominations Committee

The Nominations Committee consists of one executive and one Non-Executive Director and is chaired by Stephen Yapp. The Nominations Committee did not meet during this year.
The Nominations Committee is responsible for evaluating the Board and determining the skills and characteristics that are needed in new board candidates when required.