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Corporate Governance

Audit Committee

The Audit Committee has responsibility for, among other things, the monitoring of the Group’s financial integrity of the financial statements and the involvement of its auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will normally meet at least three times a year at the appropriate times in the reporting and audit cycle.

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, together with requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Audit Committee covered in the terms of reference include external audit, internal audit, financial reporting and internal controls and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities.

The UK Corporate Governance Code recommends that, for companies in the FTSE 350, the Audit Committee comprises at least three members who are independent non-executive directors and includes one member with recent and relevant financial experience. The Audit Committee’s terms of reference require that its composition comply with these recommendations. The Audit Committee currently comprises all four Independent Non-Executive Directors. The committee is chaired by Vicky Jarman.

Vicky Jarman
Sally-Ann Hibberd
Tim Miller
Darren Pope

Equiniti Group – Audit Committee

Remuneration Committee

The Remuneration Committee has responsibility, subject to any necessary Shareholder approval, for the determination of the terms and conditions of employment, remuneration and benefits of each of the Executive Directors and certain other senior executives, including pension rights and any compensation payments. It also recommends and monitors the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes.
The Remuneration Committee will meet at least twice a year.

The terms of reference of the Remuneration Committee cover such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Remuneration Committee covered in its terms of reference include determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and the appointment of remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.

The UK Corporate Governance Code recommends that, for companies in the FTSE 350, the Remuneration Committee comprises at least three members who are independent non-executive directors, and that, in addition, the Chairman may also be a member of the Remuneration Committee (but may not chair the Remuneration Committee) if he was considered independent on appointment as Chairman. The Remuneration Committee currently comprises three members, all of whom are Independent Non-Executive Directors. The committee is chaired by Tim Miller.

Tim Miller
Vicky Jarman
Sally-Ann Hibberd

Equiniti Group – Remuneration Committee

Nominations Committee

The Nominations Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.
The Nominations Committee’s terms of reference deal with such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Nominations Committee covered in its terms of reference include review of the Board composition, appointing new Directors, re-appointment and re-election of existing Directors, succession planning taking into account the skills and expertise that will be needed on the Board in the future. It is also responsible for reviewing the time required from the Non-Executive Directors, determining membership of other Board committees and ensuring external facilitation of the evaluation of the Board. The Nominations Committee will meet at least twice a year.

The UK Corporate Governance Code recommends that a majority of the members of the Nominations Committee should be independent non-executive directors. The terms of reference of the Nominations Committee require that its composition complies with these requirements. The Nominations Committee comprises five members, the four Independent Non-Executive Directors and the Non-Executive Chairman. The committee is chaired by Kevin Beeston.

Kevin Beeston
Vicky Jarman
Sally-Ann Hibberd
Tim Miller
John Parker
Darren Pope

Equiniti Group – Nominations Committee

Risk Committee

The Risk Committee has responsibility for, amongst other things, monitoring and overseeing the current and potential future risk exposures of the Group, the strategy for management of risk, including the determination of risk appetite and tolerance, the performance of the compliance monitoring function of the Group and the promotion of risk awareness and compliance culture within the Group.

The terms of reference of the Risk Committee cover such issues as membership and the frequency of meetings, together with requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Risk Committee covered in the terms of reference include risk management function, ensuring the adequacy and effectiveness of the Group’s risk management policies and procedures and review and recommend the policies for credit risk, market risk and operational risk. The committee is chaired by Sally-Ann Hibberd.

Sally-Ann Hibberd
John Parker
Vicky Jarman
Tim Miller
Darren Pope

Equiniti Group – Risk Committee

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Investor Enquiries

For Equiniti Group plc investors
Frances Gibbons

Frances.Gibbons@equiniti.com

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