Audit Committee

The Committee currently consists of the senior independent non-executive director and two independent non-executive directors, with two members having recent and relevant financial experience (one of whom also chairs the Committee). Also, within the committee, there are individuals who have audit-related expertise, as well as retail, brand, commercial and digital experience.

The Committee has a schedule of regular, structured meetings and will consult with external auditors and senior management where appropriate. The Committee considers financial reporting and reviews the Group's accounting policies, annual statements and internal controls. In particular, any major accounting issues of a subjective nature are discussed by the Committee. The Committee also reviews internal and external audit activity and the effectiveness of the risk management process; significant risk issues are referred to the Board for consideration.

Terms of Reference

Nomination Committee

The Committee currently consists of the Chairman (who also chairs the Committee), the senior independent non-executive director and three independent non-executive directors. The Committee will meet as required to fulfil its duties of reviewing the Board structure and composition and identifying and nominating candidates to fill Board vacancies as they arise.

The Committee will develop written specifications for each appointment and external consultants will be used, as necessary, to assist in identifying suitable candidates. The Chairman is responsible for providing a shortlist of candidates for consideration by the Board. The final candidate is then subject to formal nomination by the Committee and approval by the Board.

Terms of Reference

Remuneration Committee

The Committee currently consists of the senior independent non-executive director and three independent non-executive directors. The Committee will normally be chaired by a member of the Committee who has served on this (or another) remuneration committee for at least one year prior to being appointed Committee Chair. The Committee will meet as required and determines the remuneration of the executive directors and reviews the remuneration of senior management.

Third party remuneration consultants used this year and in prior years were assessed to be independent.

Terms of Reference