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Committees terms of reference

  • Tab: Audit Committee
  • Tab: Nomination Committee
  • Tab: Remuneration Committee

AUDIT COMMITTEE - TERMS OF REFERENCE

Membership

The Committee shall be appointed by the Hunting PLC Board (the "Board") and comprise at least three non-executive directors of the Company. At least one member shall have recent and relevant financial experience. A quorum shall be two members.

The Chairman of the Committee shall be appointed by the Board.

The Company Secretary or his or her nominee shall act as the Secretary of the Committee.

Attendance at Meetings

The Finance Director and a representative of the external auditors shall normally attend meetings. It is for the Audit Committee to decide if other non members should attend a particular meeting or a particular agenda item however other Board members will normally be invited to attend.

The Committee shall meet with the external auditors without executive board members present at least once per year.

The Committee shall meet with the head of internal audit without executive board members present at least once per year.

Frequency of meetings

Meetings should be held at least three times a year. The external auditors or any committee member may request a meeting if they consider that one is necessary.

Authority and duties

The Committee is authorised by the Board to investigate any activity within its terms of reference.

It is authorised to seek any information it reasonably requires from any employee and all employees are directed to co-operate with any request made by the Committee. In practice this information would normally be requested on behalf of the Audit Committee by the Chief Executive/Finance Director.

The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Duties

The duties of the Committee shall be:

  1. To consider and recommend to the Board the appointment and reappointment of the external auditor, the audit fee and any questions of resignation or dismissal.
  2. To review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements.
  3. To develop and implement policy on the engagement of the external auditor to supply non audit services.
  4. To develop and implement a policy regarding the employment of former employees of the external auditor and to monitor the number of auditors employees currently employed in senior positions in the company.
  5. To consider the risk of the withdrawal of the external auditor from the market.
  6. To consider and approve the nature and scope of the external audit in consultation with the Finance Director.
  7. To review and agree the external auditors' engagement letter before the audit commences.
  8. To review the company's proposed Letter of Representation to the auditors and make recommendations to the Board.
  9. To review the half year and full year financial statements, and any formal announcements relating to the Company's financial performance, focusing particularly on:
    • Any changes in accounting policies and practices
    • Major judgmental areas
    • Exceptional Items
    • Significant adjustments resulting from the audit
    • The going concern assumption
    • Compliance with accounting standards
    • The clarity of disclosures
    • Compliance with stock exchange and legal requirements
  10. To discuss problems with the auditor and/or management and reservations arising from the half year and full year audits and any matters the auditor may wish to discuss.
  11. To review the external auditors report to the Audit Committee.
  12. To review the external auditors management letter and managements response.
  13. To review the Company's statement on internal control systems, including financial controls and risk management, prior to endorsement by the Board, and in particular to review:
    • The procedures for identifying business risks and controlling their financial impact on the Company
    • The Company's procedures for preventing or detecting fraud
    • The Company's procedures for preventing acts of bribery and monitoring compliance with the UK Bribery Act
    • The Company's procedures for ensuring that the Company complies with relevant regulatory and legal requirements
    • The operational effectiveness of the policies and procedures
  14. To monitor and review the past and future internal audit programme and ensure that internal audit is adequately resourced, has appropriate standing within the Company and has regular access to the Audit Committee and its Chairman.
  15. To monitor the effectiveness of the internal audit function and consider annually whether there is a need for a separate group internal audit function and make a recommendation to the Board.
  16. To consider the findings of internal audits or investigations and management's response.
  17. Approve the appointment or dismissal of the head of internal audit.
  18. Review the company's whistle blowing procedures to ensure arrangements are in place by which staff may, in confidence, raise concerns about possible improprieties.
  19. To consider other topics as defined by the Board.

Reporting Procedures

Minutes of Committee meetings shall be circulated promptly to all members of the committee and, once agreed, to all members of the Board and the external auditors unless a conflict of interest exists.

The Committee members shall conduct an annual review of the effectiveness of their work and these terms of reference and make recommendations to the Board.

The Chairman of the committee shall attend the Annual General Meeting and be prepared to respond to questions on the Committees activities.

NOMINATION COMMITTEE - TERMS OF REFERENCE

Membership

The Committee shall be appointed by the Hunting PLC Board (the "Board") and comprise the non-executive Directors together with the Chairman and the Group Chief Executive of the Company, A quorum shall be three members, two of which must be non-executive Directors.

The Chairman of the Committee shall be the Chairman of the Company except when the Committee is discussing the appointment of a successor to the chairmanship whereupon the senior independent non-executive Director would assume chairmanship of the Committee.

The Company Secretary shall be the Secretary of the Committee.

Attendance at meetings

Executive Directors may attend by invitation.

Frequency of meetings

The Committee shall meet when required.

Authority and duties

The Committee is authorised by the Board to lead the process for Board appointments and make recommendations to the Board. This is to include determining the terms of service of new appointments.

The Committee is authorised by the Board to obtain outside independent professional advice.

The Committee has no executive powers of its own and reports directly to the Group Board.

The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.

NOMINATION COMMITTEE - DIVERSITY POLICY

  1. Hunting is committed to promoting equal opportunities across all its operations, irrespective of colour, race, religion or belief, ethnic or national origins, gender, marital/civil partnership status, sexuality, disability or age.
  2. Hunting aims to create and sustain an inclusive work environment which provides equality of opportunity for everyone.
  3. All executive search agencies will be required to submit their gender diversity Code of Conduct to the Nomination Committee as part of the search process, to evaluate compliance.
  4. The Nomination Committee shall ensure that all short lists of candidates submitted by the appointed search agency will comprise at least 25% of female candidates.
  5. Subject to the size of the board and taking into account the timing of new director appointments and current director re-appointments, Hunting PLC would seek to adhere to the recommendations of the Davies report by appointing one female Director as soon as is practicable.
  6. The Nomination Committee shall document these policies in the annual report.
  7. The Nomination Committee shall review the progress of these policies annually.

REMUNERATION COMMITTEE - TERMS OF REFERENCE

Membership

The Committee shall be appointed by the Hunting PLC Board (the "Board") and comprise the independent non-executive Directors of the Company. A quorum shall be two members.

The Chairman of the Committee shall be appointed by the Board.

The Company Secretary shall be the Secretary of the Committee.

Attendance at meetings

Executive Directors may attend by invitation but none shall count towards a quorum and no one shall be present when his own remuneration is being discussed.

Frequency of meetings

The Committee shall meet when required, but no less than three times a year.

The Chairman of the Committee or the Chief Executive Officer may call a meeting at any other time.

Authority and duties

The Committee is responsible for determining the remuneration of the Chairman and the executive Directors, including the setting of annual performance targets and participation in the executive share award plan. In fulfilling these duties, the Committee will define the comparative marketplace (with advice from its Compensation Consultants) and its impact on Hunting's executive salaries.

The Committee will also be responsible for setting the broad policy for senior executive remuneration.

In performing this role, the Committee will implement policies that provide the executive Directors and other company employees incentives to perform at the highest levels, to ensure that they are fairly rewarded for their contributions to the overall success of the Company, and to encourage the enhancement of the Company's performance and value to its shareholders. This will include overview and approval of the terms of the service contracts of the executive Directors. The Committee will have regard to the UK Corporate Governance Code. It will also be cognisant of the many labour markets in which the company operates and recruits worldwide in setting compensation policies.

The Committee will approve the incentive plans of the executive Directors and the overall incentive compensation plans of Group employees. The Committee will determine the incentive payments of the executive Directors and review and approve the incentive payments for all employees in aggregate. In fulfilling these duties, the Committee will define the comparative marketplace (with advice from its Compensation Consultants) and the performance standards that are a part of the individual compensation schemes.

The Committee is also authorised by the Board to investigate any matter within its terms of reference. It is authorised to seek any information it reasonably requires from any employee, and all employees are directed to co-operate with any request made by the Committee.

The Committee will consult with outside advisors as appropriate, and it will have the right to and the responsibility for selecting those outside advisors. It will confer with the Chairman and/or Chief Executive on the retention of such advisors, but the decision will be the Committee's.

The Chairman and Chief Executive will be consulted about the recommendations on remuneration.

The Committee will review the report of the Board to the shareholders on the remuneration of the executive Directors and senior management.

The Chairman of the Committee will report to the Board on remuneration policy and attend the Annual General Meeting.

The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.

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