Committees

CORPORATE

Governance, Risk Management, Audit & Compliance Committee

The GRAC Committee protects the integrity of financial reporting and audit processes and maintenance of sound internal control and risk management systems.  It is responsible for monitoring and reviewing the integrity of the Group’s financial statements and the significant reporting judgements contained in them.  It ensures that an appropriate relationship is maintained with the external auditors and monitors auditor independence, fees and the provision of non-audit services.

It also reviews the effectiveness of the external audit process, making recommendations to the Board on the appointment of external auditors.  It monitors and reviews the activities and effectiveness of the internal audit function, the Group’s internal control and risk management systems as well as its policies and practices concerning business conduct and ethics, including whistleblowing.

Remuneration Committee

The Remuneration Committee leads the process for identifying, and makes recommendations to the Board on, candidates for appointment as Directors of the Company and as Company Secretary in accordance with a remuneration policy which is approved annually by the Board.  It is also responsible for determining the fees of the Chairman and the terms upon which the service of executive Directors is terminated having regard to a severance policy adopted by the Board, and for monitoring the remuneration of subsidiary Directors.

Nominations Committee

The Nominations Committee leads the process for identifying, and makes recommendations to the Board on, candidates for appointment as Directors of the Company and as Company Secretary, giving full consideration to succession planning and the leadership needs of the Group.  It also makes recommendations to the Board on the composition of the Nominations Committee and the composition and chairmanship of the Governance, Risk Management, Audit & Compliance Committee.  It keeps under review the structure, size and composition of the Board, including the balance of skills, knowledge and experience and the independence of the non-executive Directors, and makes recommendations to the Board with regard to any changes.

Senior Executive Committee

The Senior Executive Committee is tasked with leading, overseeing and directing the activities of the Group.  It is responsible for reviewing Group strategy plans, approving and leading the consistent implementation of business and operational processes, and identifying, evaluating and monitoring the risks facing the Group and deciding how they are to be managed.

Loan Sub-Committee

It is responsible for reviewing and implementing a programme of funding/lending opportunities for companies with the TMG Group.