Board of committees
James Fisher's Board of Directors has established the following committees to deal with specific aspects of the group's affairs:
The Audit Committee assists the Board in its oversight and monitoring of financial reporting, risk management and internal controls.
Membership of the Commitee:
The Audit Committee is chaired by Malcolm Paul and consists exclusively of independent Non-Executive Directors. The Board is satisﬁed that Malcolm Paul, a Chartered Accountant, who was formerly Finance Director of a FTSE 250 company, has signiﬁcant recent and relevant ﬁnancial experience. The other members are David Moorhouse, Michael Salter and Aedamar Comiskey.
The Committee had three meetings during the year in February, August and November on dates scheduled to coincide with the ﬁnancial reporting cycle and also met on one other occasion. The Group Chairman, Chief Executive Officer, Group Finance Director, the Company Secretary and senior members of the ﬁnance function attend by invitation together with representatives of the external auditor, including the reporting partner, and internal auditor.
At each scheduled meeting the Committee members have the opportunity to discuss matters privately with the external auditor and the internal auditor. In addition, the chairman of the Committee maintains regular contact with the external audit reporting partner to discuss matters related to the Group. The Committee also formally reviews its own performance each year.
Included in the Audit Committee's main duties and responsibilities are to:
- Monitor the integrity of the Group's financial statements and to review and challenge significant financial reporting judgements therein
- Review the Group's internal financial controls and the systems for risk management and internal control
- Monitor and review the effectiveness of the internal audit function
- Monitor the Company's policies for handling allegations from whistle-blowers
- Assess the independence and objectivity of the external auditor
- Make recommendations to the Board together for the external auditor's appointment, re-appointment and removal and approve their remuneration, terms of engagement and provision of non-audit services
The Committee's primary responsibility in relation to the Group's financial reporting is to review and challenge where necessary, with both management and the external auditor, the appropriateness of the Group's half yearly and annual financial statements with particular focus on:
- whether suitable accounting policies have been adopted and properly applied
- the clarity of disclosures, compliance with financial reporting standards and relevant financial and governance reporting requirements
- whether management has made appropriate estimates and judgements in material areas or where there has been discussion with or issues raised by the external auditor
- whether the Annual Report and Accounts taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy
Read the Audit Committee Terms of Reference
The Committee was chaired by Malcolm Paul during 2016. The Committee also comprised three other independent Non-Executive Directors: Aedamar Comiskey, David Moorhouse and Michael Salter.
The Committee members have no personal financial interest other than as shareholders, in the matters to be decided. They have no conflicts of interest arising from cross-directorships with the Executive Directors, nor from being involved in the day-to-day business of the Company.
The Committee operates under clear written terms of reference and confirms that its constitution and operation comply with the applicable provisions of the 2014 UK Corporate Governance Code in relation to directors' remuneration policy and practice and that it has applied the Code throughout the year. The Committee's terms of references include:
- to determine and agree with the Board the framework and policy for Executive Directors and senior managers;
- to review the appropriateness and relevance of the remuneration policy;
- to agree the measures and targets for any performance related bonus and share schemes of the Executive Directors; and
- to determine within the terms of the policy the total individual remuneration package of the Executive Directors.
The Committee met three times during the year and details of attendance at Committee meetings are set out on page 29 of the Annual Report. During the year the Committee has considered the appropriateness and relevance of the remuneration policy, the Executive Directors' remuneration packages, including base salaries, the grant of share-based incentive awards, the vesting of share-based incentive awards subject to performance conditions being met and the amount and basis of performance related bonuses. Charles Rice also attended Committee meetings, when invited by the chairman of the Committee, and was consulted on matters relating to the Executive Directors who reported to him.
The Nominations Committee reports to the Board and its members are appointed by the Board. The Committee members are Charles Rice, Malcolm Paul, Aedamar Comiskey, David Moorhouse and Michael Salter. The Committee is chaired by Charles Rice. Aedamar Comiskey joined the Committee on 1 November 2015. The Committee is formally constituted with written terms of reference which include:
- To regularly review the structure, size and composition of the Board (including skills, knowledge, diversity and experience) and recommend changes;
- Succession planning for Directors and senior executives; and
- Identifying and nominating for approval to the Board, candidates to ﬁll vacancies when they arise.
The Committee adopts a formal, rigorous and transparent procedure for the appointment of new Directors to the Board.
The Board recognises the importance of diversity and in light of the Davies' Review Steering Group's recommendation in October 2015, the Committee recommended and the Board agreed that a target be adopted that by 31 December 2018, at least two of seven Board members be female. The Committee had one scheduled meeting in 2015 and its work included reviewing the composition of the Board, succession planning and recommending to the Board the appointment of Aedamar Comiskey to the Nominations Committee.