Corporate governance

We are committed to achieving the highest standards of corporate governance, integrity and business ethics across all our operations, right around the world

We operate in a robust corporate governance framework – outlined below – aimed at ensuring that we act responsibly, transparently and accountably at all times.

The Board

The Board considers all the non-executive directors to be independent. The senior independent director is Lord Condon.

All continuing directors are subject to election by shareholders at the next Annual General Meeting following their appointment and will submit themselves for re-election at least every three years.

There are nine Board meetings scheduled per year.

Audit Committee

Audit Committee meetings are attended by representatives of the Group's external auditor, the chief financial officer, the head of internal audit and the company secretary.

The committee considers the Group's annual and half-yearly financial statements and any questions raised by the external auditor on the financial statements and financial systems. It also reviews, amongst other matters, the Group's internal auditing process, whistle-blowing arrangements, risk management procedures and internal controls.

The Audit Committee is chaired by Mark Seligman

A separate CSR committee, chaired by Mark Elliot, reports to the Audit Committee.

Remuneration Committee

The Remuneration Committee is responsible for setting all aspects of the remuneration of the chairman, the executive directors, the three other members of the group executive committee and the company secretary. It is also responsible for the operation of the Company's share plans.

The Remuneration Committee is chaired by Lord Condon.

Nomination Committee

The Nomination Committee is responsible for making recommendations on Board appointments, and on maintaining a balance of skills and experience on the Board and its committees.

The Nomination Committee is chaired by Alf Duch-Pedersen.