Committees & members

Our committees

In accordance with the provisions of the Code, the Board has three standing Committees:

Audit Committee
Nomination Committee
Remuneration Committee

The duties of the Committees are set out in formal terms of reference. These are available from the Company Secretary and on this website. The Company Secretary acts as secretary to each of the Committees.

Audit Committee

Role and responsibilities

The Audit Committee supports the Board in overseeing the integrity of the Group’s financial reporting, risk management and internal control framework. Its responsibilities include:

Monitoring the integrity of the Company’s financial statements and reviewing significant financial reporting judgements
Overseeing the effectiveness of the Group’s internal controls and risk management systems
Managing the relationship with the external auditor, including independence and effectiveness
Overseeing the internal audit programme
Reviewing the Group’s arrangements for whistleblowing and the raising of concerns

Composition

The Audit Committee comprises the Non-executive Directors of the Company and is chaired by Rachel Addison. The Corporate Governance Code recommends that the Chair of the Board is not a member of the Audit Committee.

Nomination Committee

Role and responsibilities

The Nomination Committee makes recommendations to the Board on all new appointments and oversees that the Board and is Committees have the appropriate balance of skills, experience, independent and diversity. Its responsibilities include:

Leading the process for appointments of Directors
Overseeing succession planning for the Board and senior management
Reviewing the structure, size and composition of the Board and its committees
Overseeing the annual assessment of Director independence and time commitment

Composition

The Nomination Committee comprises the Non-executive Directors of the Company and is chaired by Justin Dowley.

Remuneration Committee

Role and responsibilities

The Remuneration Committee sets and oversees the Company’s policy on executive remuneration, and is focused on ensuring that Rosebank’s remuneration framework remains simple, transparent and directly aligned with the creation of long-term shareholder value. Its responsibilities include:

Developing and recommending the remuneration policy for the Chair, Executive Directors and senior management
Reviewing remuneration outcomes and exercising discretion where appropriate
Ensuring that remuneration arrangements support the Company’s strategy and long term success
Considering shareholder and wider workforce perspectives on pay and reward

Composition

The Remuneration Committee is comprised solely of Non-executive Directors and is chaired by Fiona MacAulay.

Committee members

	Audit Committee	Nomination Committee	Remuneration Committee
Chair	Rachel Addison	Justin Dowley	Fiona MacAulay
Members	Christopher Miller	Christopher Miller	Justin Dowley
	Fiona MacAulay	Fiona MacAulay	Fiona MacAulay
		Rachel Addison	Rachel Addison

Explore further

Shareholder resources

Supporting documents

Results & presentations