The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to external and internal audits and controls, including in respect of the Group’s CASS arrangements and reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors. This will include advising on the appointment of internal and external auditors and reviewing the effectiveness of the internal control systems in place within the Group to ensure that the financial performance of the Group is properly measured and reported on.

The Committee will also receive and review reports from the Group’s management (for example, in relation to risk assurance, legal and compliance matters), from internal auditors in respect of the matters identified to be reviewed in each period, and external auditors relating to the Group’s systems and controls in respect of its administration and oversight of client assets and client money under the CASS rules and guidance of the FCA Handbook, and the FRC standards, and in relation to the interim and annual accounts and the accounting and internal control systems in use throughout the Group, in all cases with due regard to the interests of Shareholders.

The Committee will meet not less than four times in each financial year and will have unrestricted access to the Group’s external auditors. The Audit Committee is made up of at least three directors, the majority of whom are independent Non-Executive Directors and includes at least one member with recent and relevant financial experience. The Audit Committee currently comprises John Levin, Angus Samuels and Alfio Tagliabue, and is chaired by Tracy Dunley-Owen.

The terms of reference can be found here.

The Nomination Committee’s role is to assist the Board in determining the composition and make-up of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as directors, as the need may arise, and for making recommendations to the Board in this respect. It also determines succession plans for directors and other senior executives.

The Nomination Committee is responsible for a formal, rigorous and transparent process of evaluating appointments to the Board. It will meet not less than four times in each financial year and is made up of at least three directors, the majority of whom are independent Non-Executive Directors.

The Nomination Committee currently comprises John Levin, Angus Samuels and Jonathan Polin, and is chaired by Margaret Hassall.

The terms of reference can be found here.

The Remuneration Committee’s role is to recommend what policy the Board should adopt on executive remuneration. The Committee determines the levels of remuneration for each of the Executive Directors and recommends and monitors the remuneration of members of senior management. It also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time, as well as receiving reports in respect of certain people matters and trends within the Group.

The Committee will also generate an annual remuneration report to be received by the members of the Company. It will meet as and when necessary, but at least four times each year and is made up of at least three directors, the majority of whom shall be independent non-executive directors.

The Remuneration Committee currently comprises John Levin, Angus Samuels and Jonathan Polin, and is chaired by Margaret Hassall.

The terms of reference can be found here.

The Risk Committee’s role is to advise the Board on the Group’s overall risk appetite and strategy including, inter alia, regularly reviewing and updating (if appropriate) the risk assessment processes in place, including in relation to remuneration and compliance functions, and assisting in overseeing implementation of the adopted strategy.

The Committee will meet not less than four times a year and is made up of at least three directors, the majority of whom shall be independent Non-Executive Directors, one of whom shall be the chairman of the Audit Committee.

The Risk Committee currently comprises John Levin, Angus Samuels and Alfio Tagliabue, and is chaired by Tracy Dunley-Owen.

The terms of reference can be found here.