Tullett Prebon plc Annual Report 2010
Corporate Governance Report
The Audit Committee is chaired by Richard Kilsby, who has recent and relevant ﬁnancial experience. The other members of the Audit Committee are David Clark, Michael Fallon and Rupert Robson, all of whom are independent non-executive directors. The Chairman, the executive directors, the Company’s external and internal auditors, the Group Treasurer and Head of Risk Control, and other senior ﬁnance personnel may attend Committee meetings by invitation. The Committee has a discussion with the external auditor at least once a year without executive directors being present, to ensure that there are no unresolved issues of concern. Throughout 2010 the Committee’s terms of reference included: – recommendation on appointment of the external auditor; – review of independence and objectivity of the external auditor; – review of effectiveness of the audit process; – approval of the annual audit plan and scope of audit engagement; – monitoring the integrity of the ﬁnancial statements; – review of the results of the audit; – review of the effectiveness of the Company’s internal control procedures; – review of the effectiveness of the internal audit function and consideration of internal audit reports; and – review of the arrangements by which staff may, in conﬁdence, raise concerns about improprieties in ﬁnancial reporting and other matters. The Audit Committee has reviewed the cost effectiveness, objectivity and independence of the external auditor, and the level of fees received in respect of the various services provided by them in addition to the audit during 2010. The non-audit fees paid to the auditor are disclosed in Note 6 to the accounts. The auditor conﬁrmed to the Audit Committee that they did not believe that the level of non-audit fees had affected their independence. The Audit Committee additionally considered the professional and regulatory guidance on auditor independence and was satisﬁed with the auditor’s representations. The Company’s policy is to use the most appropriate advisers for non-audit work, taking account of the need to maintain independence. The Audit Committee has approved a formal policy governing the engagement of the external auditor for non-audit services. The Audit Committee is responsible for reviewing the half-year and preliminary announcements of results and the statutory accounts prior to their approval by the Board. When conducting the review, the Committee considers the continuing appropriateness of the accounting policies, judgements made in the production of the numbers and the adequacy and appropriateness of disclosures. The Committee has reviewed arrangements by which staff may, in conﬁdence, raise concerns about improprieties in matters of ﬁnancial reporting or other matters. In conducting the review, the Committee took into account whether the policies were in line with guidance published by the Financial Services Authority. The Audit Committee received reports from the internal auditor, PricewaterhouseCoopers, during the year and reviewed the schedule of work proposed by the internal auditor, the resources
available to carry out the schedule and key ﬁndings. A system of reporting to follow up on all matters raised by both internal and external audit was taken into account in assessing the effectiveness of the internal audit function. The terms of reference of the Audit Committee will be available for inspection during normal business hours on any weekday (other than public holidays) at the Company’s ofﬁces from the date the notice of AGM is posted until the conclusion of the AGM, and are also available on the Company’s website.
The Remuneration Committee is chaired by Rupert Robson. The other members of the Remuneration Committee are Michael Fallon, David Clark and Richard Kilsby, all of whom are independent non-executive directors. The Board has delegated the following responsibilities to the Remuneration Committee: – reviewing and approving the general principles of the Company’s remuneration policies; – reviewing the relationship between incentives and risk; – determining the application of the Company’s remuneration policies to the Executive Directors; – determining the remuneration of Executive Directors and the Chairman; – reviewing the application of the Company’s remuneration policies to Senior Management, Brokers and other employees; – approving the remuneration of Senior Management after consultation with the Chief Executive; and – approving all share and long term incentive schemes and their application. The Chairman and the executive directors attend certain parts of certain meetings of the Remuneration Committee by invitation. The Chairman and the executive directors do not attend meetings where their own remuneration is being discussed. During 2010 and subsequently, the Remuneration Committee has been advised by PricewaterhouseCoopers executive compensation consultants. Further details of the Company’s policies on remuneration, service contracts and share options are given in the Report on Directors’ Remuneration set out on pages 32 to 38. The terms of reference of the Remuneration Committee will be available for inspection during normal business hours on any week day (other than public holidays) at the Company’s ofﬁces from the date the notice of AGM is posted until the conclusion of the AGM, and are also available on the Company’s website.
The Nominations Committee is chaired by Keith Hamill. The other members of the Nominations Committee are David Clark, Michael Fallon, Richard Kilsby and Rupert Robson, all of whom are independent non-executive directors. The terms of reference of the Nominations Committee provide that the Chairman of the Board would not be permitted to chair the Committee if it were dealing with the issue of his replacement.