Corporate Governance Report (cont’d)
Ross McInnes
Chairman
Roberto Quarta
Chairman
Bob Stack
Chairman
Audit Committee
Nominations Committee
Remuneration Committee
Membership:
• Anita Frew
• Birgit Nørgaard
• Carl-Peter Forster
Four meetings
Main responsibilities:
Financial reporting
• Oversight role in relation to financial statements
• Reviewing significant areas of judgment and
accounting policies
• Advising the Board on whether the draft Annual
Report is fair, balanced and understandable
• Monitoring announcements in respect of financial
performance
Financial controls and risk
• Monitoring the effectiveness of internal
financial controls
• Reviewing financial risk including fraud risk
• Oversight of internal audit
• Managing the external audit process, its objectivity,
effectiveness and cost
• Reviewing the system for confidential whistleblowing
and the reports received
Membership:
• Anita Frew
• Bob Stack
Five meetings
Main responsibilities:
• Board and committee composition
• Succession plans for Board and senior
management and corporate roles
• Search for and recommendation
of candidates for appointment as non-executive
directors, Chief Executive and other executive
director positions
• Diversity policy and monitoring of progress
• Review and recommendation of proposals for
the assignment of major executive responsibilities
and appointment and removal of divisional
business leaders
Membership:
• Anita Frew
• Roberto Quarta
• Birgit Nørgaard
• Carl-Peter Forster
Four meetings
Main responsibilities:
• Define and recommend the remuneration policy
for approval by shareholders
• Determine the individual remuneration packages
for the most senior executives within the policy
to be put to shareholders for approval
• Set annual and long-term incentive metrics and
awards and determine the outcomes with support
from the Company’s auditor and Audit Committee
• Report on remuneration matters and constructively
engage with shareholders
• Assess risk in respect of remuneration and
incentive structures in particular
50
IMI plc
