Committees | James Fisher and Sons plc

James Fisher's audit, remuneration and nominations committees.

View below for the roles and responsibilities of each of our committees.

Audit committee

Chaired by Justin Atkinson

Assists the Board in its oversight and monitoring of financial reporting, reviews the Group’s internal financial controls and systems for risk management and internal controls and assesses' as per page 79 of the report.

Key objectives

To monitor the integrity of the Group’s reporting process and financial management and to ensure that risks are carefully identified and assessed and that sound systems of risk management and internal control are in place.

Key responsibilities

The accounting principles, policies and practices adopted in the Group’s accounts.
Reviewing external ﬁnancial reporting and associated announcements.
Managing the appointment, independence, effectiveness and remuneration of the Group’s external auditor, including the policy on the award of non-audit services.
Initiating and supervising a competitive tender process for the external audit when next required.
The resourcing, plans and effectiveness of Internal Audit.
The adequacy and effectiveness of the internal control environment.
The Group’s risk management processes and performance.
The establishment and oversight of fraud prevention arrangements.
The provision of advice to the Board on whether the Annual Report and Accounts, when taken as a whole, is fair, balanced and understandable and provides all the necessary information for shareholders to assess the Company’s position, performance, business model and strategy.

The Committee holds a minimum of three scheduled meetings during the year

Read the Terms of Reference of the Audit Committee.

Remuneration committee

Chaired by Aedamar Comiskey

Agrees the remuneration policy for Executive Directors and oversees remuneration for other senior executives; reviews the appropriateness and relevance of the Group’s remuneration policy; and ensures that the provisions of the Code relating to remuneration are fulfilled. Reviews workforce remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting the policy for Executive remuneration.

Key objectives

The Committee’s objectives are to create a fair, equitable and competitive total reward package that supports the Group vision and strategy; and to ensure that rewards are performance-based, encourage long-term shareholder value creation and are straightforward to communicate and operate.

Key responsibilities

Designing the remuneration policy
Implementing the remuneration policy
Ensuring the competitiveness of reward
Designing the incentive plans
Setting incentive targets and determining award levels
Overseeing all share awards across the Group

The committee meets at least three times a year.

Read the Terms of Reference of the Remuneration Committee.

Nominations committee

Chaired by Angus Cockburn

Reviews the structure, size and composition of the Board (including skills, knowledge, diversity and experience) and recommends changes. Reviews succession planning for Directors and senior executives. Identifies and nominates candidates for approval by the Board.

Key objectives

Reviewing the composition of the Board and succession planning.

Key responsibilities

To regularly review the structure, size and composition of the Board (including skills, knowledge, independence and experience) and recommend any changes.
Succession planning for Directors and senior executives of both the Company and the operating businesses, taking into account the challenges and opportunities facing the Company and the skills and expertise therefore needed in the future.
Identifying and nominating candidates for Board positions, for approval by the Board.

The committee meets at least three times a year.

Read the Terms of Reference of the Nominations Committee.

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