Board Committees

The Board has established committees with defined terms of reference.  The Nominations, Remuneration and Audit Committees each consist of three non-executive directors; the Board intends that the chairman of each of these committees serve for three years, and that one member be changed every other year, as part of a general process of refreshing each of these committees.   The Board has also delegated operational matters to Operating Boards for both Menzies Aviation and Menzies Distribution. The members of each committee are shown below.

Nomination Committee

The terms of reference of this committee can be viewed on the attached link.

The Nominations Committee has terms of reference modelled closely on those set out in the Code, and its responsibilities include recommending new Board appointments and succession planning.  Its members are William Thomson (Chairman), Dermot Jenkinson and David Coltman. 

The Board as a whole is responsible for making new appointments to the Board on the recommendation of the Nominations Committee and for nominating recommended candidates for election by shareholders on first appointment and thereafter for re-election at relevant intervals. 

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Remuneration Committee

The terms of reference of this committee can be viewed on the attached link.

The Remuneration Committee determines the remuneration of the Chairman, the executive directors, and the managing directors of each division on behalf of the Board.  It has formal Terms of Reference set by the Board modelled on the Combined Code.  Its members are all non-executive directors and meet under the chairmanship of David Coltman.  The Company Secretary is the secretary of the Committee.

The Board adopted a policy in 2004 that the Committee be refreshed through the rotation of its members every other year and that the chairman serve for three years.  Its members are David Coltman (Chairman), Dermot Jenkinson and Octavia Morley.

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Audit Committee

The terms of reference of this committee can be viewed on the attached link.

The Audit Committee assists the Board in the execution of its responsibilities for corporate governance and internal control, and has adopted terms of reference modelled closely on those set out in the Code.  Its members are Iain Robertson (Chairman), Ian Harrison and Octavia Morley. The Group Finance Director and certain senior financial executives as appropriate, together with representatives from the internal and external audit teams, attend each meeting.

The Committee reviews the Group’s internal control structure, approves the outsourced internal audit (Controls Assurance) and external audit programmes, approves the fees for each, and reviews reports from management, from the external Controls Assurance specialists, and from the external auditors on their work.  It monitors the effectiveness of the Group’s Controls Assurance function, and reviews the Group’s financial statements and proposed announcements, together with any proposed changes in accounting policies, prior to approval by the Board. 

The Committee has a formal schedule of matters to be considered at each meeting designed to ensure that it complies with the Code and its related guidance.   As part of this, it keeps under review the objectivity and independence of the external auditors and the nature and extent of the non-audit services which they provide.  These services consist mainly of acquisition-related due diligence, where their knowledge of the Group’s business processes and controls makes them best placed to undertake this work cost-effectively on the Group’s behalf.  The external auditors do not deal with the Group’s tax affairs.  The Committee believes that the level and scope of these non-audit services does not impair the objectivity of the auditors.

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Operating Boards - Menzies Aviation & Menzies Distribution

The Operating Boards of both Menzies Aviation and Menzies Distribution consist of senior executives from within each division, together with the Divisional Executive Managing Director and the Group Finance Director.  The Boards have responsibility for the day to day running of their division and the implementation of the strategy for their division agreed by the Group Board.  They also retain responsibility for approving divisional performance targets consistent with the strategic objectives set by the Group Board, and monitor achievement.  The Operating Boards also have responsibility to make recommendations to the Group Board and to monitor major initiatives.  Each Operating board normally meets 4 times per year.

The three executive directors also meet prior to each board meeting with the Chairman joining them as appropriate.  The meetings provide a forum for sharing ideas and experiences from within the Operating Divisions. It also allows the common financial control managed from Group, to be reviewed and discussed.

Click here for the composition of the Menzies Operating Boards.

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