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mccarthyandstone.co.uk

Corporate Governance

As adopted on 23 October 2015

Audit and Risk Committee

The Audit and Risk Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, risk management, whistleblowing and fraud systems in place within the Group. The Audit and Risk Committee normally meets at least three times a year and as requested by the external auditor. The Audit and Risk Committee will, from admission, be chaired by Frank Nelson and its other members will be Mike Parsons and Geeta Nanda.

Audit and Risk Committee Terms of Reference.

Nomination Committee

The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman and Chief Executive Officer and other senior executives. The Nomination Committee normally meets at least once a year. The Nomination Committee will, from admission, be chaired by John White and its other members will be Clive Fenton Frank Nelson and Mike Parsons.

Nomination Committee Terms of Reference.

Remuneration Committee

The Remuneration Committee recommends the Company’s policy on executive remuneration, determines the levels of remuneration for Executive Directors and the Chairman and other senior executives and prepares an annual remuneration report for approval by the shareholders at the annual general meeting. The Remuneration Committee normally meets at least twice a year. The Remuneration Committee will, from admission, be chaired by Mike Parsons and its other members will be John White, Frank Nelson and Geeta Nanda.

Remuneration Committee Terms of Reference.