Audit Committee
The Audit Committee currently comprises two independent Non-Executive Directors, but a further director will join the Committee with effect from 1 July 2007. It receives reports from major business functions including the Risk Assurance Function. It also receives reports from the external auditors. It considers the scope and results of the audit, the interim and annual financial statements and the accounting and internal control systems in place throughout the Group. The Audit Committee reviews the cost effectiveness, independence and objectivity of the internal and external auditors.
View the Terms of Reference for Stagecoach Group plc Audit Committee in PDF format (67kb)
Remuneration Committee
The Remuneration Committee makes recommendations to the Board for ensuring that the Executive Directors' and senior management remuneration is appropriate to attract, motivate and retain Executive Directors and senior managers of the quality needed to run the Group's business successfully. The constitution and operation of the Remuneration Committee is detailed in the Directors' remuneration report.
View the Terms of Reference for Stagecoach Group plc Remuneration Committee in PDF format (51kb)
Nomination Committee
The Nomination Committee currently comprises three Non-Executive Directors (one of whom is the Chairman of the Company) that the Board considers to be independent. The Committee is responsible for evaluating the balance of skills, knowledge and experience of the Board, and where appropriate suggesting new appointments.
View the Terms of Reference for Stagecoach Group plc Nomination Committee in PDF format (68kb)
Health, Safety and Environmental Committee
The Health, Safety and Environmental Committee is chaired by an independent Non-Executive Director, Janet Morgan, and comprises one other independent Non-Executive Director, Iain Duffin, and one other Non-Executive Director, Ann Gloag. The Committee was established to consider health, safety and environmental issues across the Group and to report regularly to the Board on these matters. It has access to internal safety executives and also external consultants.
Individual director participation at meetings
The following is a table of participation in full Board meetings, meetings of committees and the Annual General Meeting by Director during the year ended 30 April 2007:
| PARTICIPATION IN MEETINGS | Full Board meetings | Audit Committee | Remuneration Committee | |||
|---|---|---|---|---|---|---|
| Actual | Possible | Actual | Possible | Actual | Possible | |
| Robert Speirs | 6 | 6 | n/a | n/a | n/a | n/a |
| Brian Souter | 6 | 6 | n/a | n/a | n/a | n/a |
| Martin Griffiths | 6 | 6 | n/a | n/a | n/a | n/a |
| Ewan Brown | 6 | 6 | n/a | n/a | n/a | n/a |
| Iain Duffin | 6 | 6 | 3 | 3 | 3 | 3 |
| Ann Gloag | 6 | 6 | n/a | n/a | n/a | n/a |
| Sir George Mathewson appointed 8 June 2006 | 6 | 6 | n/a | n/a | n/a | n/a |
| Janet Morgan | 5 | 6 | 2 | 3 | 3 | 3 |
| Russell Walls – resigned 25 August 2006 | 2 | 2 | 1 | 1 | 2 | 2 |
| PARTICIPATION IN MEETINGS |
Health, Safety and Environmental Committee |
Nomination Committee |
Annual General Meeting |
|||
|---|---|---|---|---|---|---|
| Actual | Possible | Actual | Possible | Actual | Possible | |
| Robert Speirs | n/a | n/a | 1 | 1 | 1 | 1 |
| Brian Souter | n/a | n/a | n/a | n/a | 1 | 1 |
| Martin Griffiths | n/a | n/a | n/a | n/a | 1 | 1 |
| Ewan Brown | n/a | n/a | 1 | 1 | 1 | 1 |
| Iain Duffin | 3 | 3 | n/a | n/a | 1 | 1 |
| Ann Gloag | 3 | 3 | n/a | n/a | 1 | 1 |
| Sir George Mathewson – appointed 8 June 2006 |
n/a | n/a | n/a | n/a | 1 | 1 |
| Janet Morgan | 3 | 3 | 1 | 1 | 1 | 1 |
| Russell Walls – resigned 25 August 2006 |
n/a | n/a | 1 | 1 | 1 | 1 |
