Board committees

GBG Audit & Risk, Remuneration and Nomination Committees

Audit & Risk Committee

The Audit & Risk Committee comprises the Non-Executive Directors and is chaired by Liz Catchpole. The Committee meets at least twice a year and these meetings are attended by the Group’s external auditor and, through invitation, the Executive Directors.

The Committee oversees GBG’s financial reporting process on behalf of the Board. GBG’s management has the primary responsibility for the financial statements and for maintaining effective internal control over financial reporting. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited consolidated financial statements in the Annual Report with the external auditor and management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; the clarity of disclosures in the financial statements; and for assessing the effectiveness of internal control over financial reporting. 

The primary role of the Audit & Risk Committee is to:

  • maintain the integrity of the financial statements and other formal announcements relating to the Group’s financial performance, reviewing significant financial reporting judgements contained in them;
  • review the controls that are in force to maintain the integrity of the financial information reported to shareholders;
  • review the effectiveness of the Group’s systems of internal control and risk management systems in place including, but not limited to, the financial reporting process;
  • to develop, implement and monitor policy on the engagement of the Group’s external auditor to supply non-audit services;
  • maintain an appropriate relationship with the Group’s external auditor;
  • review the effectiveness, scope and objectivity of the audit process;
  • to report to the Board on any matters for which it considers that action or improvement is needed and make recommendations as to the steps to be taken; and
  • to report to the Board on how it has discharged its responsibilities.

The full terms of reference for the Audit & Risk Committee can be found here.

Remuneration Committee

The Remuneration Committee is chaired by Natalie Gammon and comprises the Non-Executive Directors. The Committee meets at least twice a year.

The primary role & responsibilities of the Remuneration Committee are:

  • to recommend to the Board the remuneration strategy and framework for the executive director and senior managers, including the performance-related bonus scheme.

The full terms of reference for the Remuneration Committee can be found here.

Nomination Committee

The membership of the Nomination Committee is drawn from the Board as and when required. During the year, the Committee comprised of David Rasche as Chair of the Committee and Non-Executive Directors, Dick Linford (now retired) and Charmaine Carmichael, as well as the Executive Directors Chris Clark and Dave Wilson

The primary role & responsibilities of the Nomination Committee are:

  • ensure that appropriate procedures are in place for the nomination and selection of candidates for appointment to the Board, having regard to the balance of skills, experience, independence and knowledge of the Board; and
  • make recommendations to the Board regarding new appointments, the re-election of Directors, succession planning and Board composition having due regard for the benefits of diversity on the Board, including gender.

The full terms of reference for the Nomination Committee can be found here.