Corporate Governance
Board Committees
The Company has established the following committees:
No person other than the Committee members is entitled to attend the meetings of these committees, except at the invitation of the Committee.
Audit Committee
The Committee selects, and fixes the remuneration of, the external auditors and reviews the effectiveness of the external audit process. The Committee also ensures that policies and procedures are in place to ensure that the external auditors remain independent. In addition to reviewing the Group’s accounts, results announcements, risk management and accounting policies, the Committee monitors the effectiveness of internal control systems for the Board. The Committee monitors the work of the internal audit function and its progress against the Group’s annual internal audit plan, and also reviews reports from the external auditors.
The Audit Committee comprises all the independent Non-Executive Directors and the Chairman is Alan Murray. The Company Secretary acts as secretary to the Committee.
Audit Committee Constitution and Terms of Reference 
(PDF, 44 KB - opens in a new window)
Remuneration Committee
The Remuneration Committee is responsible for monitoring the performance of the Executive Directors of the Company against targets, and making recommendations to the Board on remuneration.
The Committee comprises all the independent Non-Executive Directors of the Company and the Chairman. The Chairman of the Committee is John Roberts. The Company Secretary acts as secretary to the Committee and the head of Global Resources at International Power plc acts as adviser to the Committee. Towers Perrin acts as external adviser to the Committee.
Remuneration Committee Constitution and Terms of Reference (PDF, 55 KB - opens in a new window)
Appointments Committee
The Appointments Committee is responsible for matters of management succession and the identification and appointment of Directors. The Committee comprises the Chairman and all the independent Non-Executive Directors of the Company. The Chairman of the Committee is Sir Neville Simms. The Company Secretary acts as secretary to the Committee.
Appointments Committee Constitution and Terms of Reference (PDF, 49 KB - opens in a new window)
Health, Safety and Environment Committee
The Health, Safety and Environment Committee is responsible for reviewing the Group's health, safety and environmental policies, objectives and performance. The Committee is chaired by Struan Robertson and also comprises one other Non-Executive Director and the CEO. The Company Secretary acts as secretary to the Committee.
Health, Safety and Environment Committee Terms of Reference (PDF, 15.5 KB - opens in a new window)
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