Corporate Governance

Corporate Governance

The terms of reference of the audit, remuneration and nomination committees are included below.

Audit Committee

The audit committee is comprised of the non-executive directors Beverley Stewart, and Bob Campbell (Chairman for the period from 31st July 2008 until the appointment of Iain McCusker on 1 January 2009 at which point, Iain McCusker will be appointed Chairman). The committee meets at least twice a year and each meeting is attended by the Group's auditors. The board of T. Clarke plc are satisfied that at least one member of the audit committee has the relevant financial experience.

The roles and responsibilities of the audit committee are to:

- monitor the integrity of the financial statements of the company and any formal announcements relating to the company's financial performance;

- review the company's internal financial controls and internal control and risk management systems and to review the need for an internal audit function on an annual basis;

- make recommendations to the board, for it to put to shareholders, in relation to the appointment of external auditors and their remuneration and terms of engagement;

- review the independence of the external auditor and to review the effectiveness of the audit process and

- review the extent of non-audit services provided by the external auditor.

Remuneration Committee

The remuneration committee is comprised of the non-executive directors Beverley Stewart (Chair) and Bob Campbell.  Iain McCusker will join the committee with effect from 1 January 2009. The committee meets as required.

The roles and responsibilities of the remuneration committee are to:

- determine the service contracts and base salary levels for executive directors and other senior management;
- consider whether executive directors should be eligible for annual bonuses and the performance conditions attached thereto;
- consider whether directors should be eligible for benefits under long-term incentive schemes, and to
- consider the pension consequences and associated costs of salary increases.

Nomination Committee

A nomination committee was established during 2007 and is comprised of the non-executive directors Beverley Stewart (Chair) and Bob Campbell. Iain McCusker will join the committee with effect from 1 January 2009. The Chair of the nomination committee, Beverley Stewart, is an independent non-executive director.

The role of the committee is to lead the process for succession planning and board appointments and to make recommendations to the main board of T. Clarke Plc.