Disclosure Control Committee - terms of reference
Purpose
The Disclosure Control Committee’s (“the Committee”) prime responsibility is to implement and maintain internal procedures for the collection, evaluation, disclosure, and dissemination as appropriate, of information. To ensure that information required to be filed by regulation or publicly disclosed by the Group is properly identified, recorded, processed, summarised, verified and reported in accordance with applicable law and/or regulation and on an accurate and consistent basis (the “Purpose”).
Objectives
The Committee has the following objectives in accordance with fulfilling the Purpose:
- to ensure the timely and accurate disclosure of all information that is required to be so disclosed to meet the Group’s legal and regulatory obligations;
- defining, implementing, monitoring, maintaining and developing the Company’s disclosure procedures and controls;
ii) monitoring changes in circumstances and determining whether they may give rise to a disclosure obligation;
iii) deciding whether particular information is inside information (as defined by the Disclosure and Transparency Rules);
iv) examination of the Company’s Annual Report(s), half yearly and interim/quarterly results, periodic trading updates, the Annual General Meeting statement(s) and Chairman’s speech and where appropriate other announcements and material howsoever disseminated to shareholders and the market including investor/analyst presentations and scripts and via the Company’s web-site;
v) examining, advising and making recommendations about how and when the Company should disclose inside information, and to supervise the verification process and maintenance of verifying evidence of any public announcements made;
vi) considering and giving guidance as to whether any forward-looking or other statements in previous disclosures need to be updated in any respect by way of a further announcement;
vii) to recommend any necessary corrective action in the event of misreporting or misstatement; and
viii) to monitor and assess the process to ensure that the Group complies with laws and regulations;
Xi) the Committee will from time to time report to the Audit Committee on its activities
In carrying out its duties the Committee shall give due consideration to:
a) all applicable laws and regulations, including the provisions of the Combined Code and the requirements of the Listing Rules and the Disclosure and Transparency Rules of the UK Listing Authority; and
b) the requirements of the Securities and Exchange Commission regulations of the United States of America and the New York Stock Exchange Listing Rules.
Authority
The Committee has the authority to conduct or authorise investigations into any matters within its scope of responsibility.
It is empowered to:
- investigate any activity within its terms of reference;
- seek any information that it requires from any employee and all employees are directed to co-operate with any requests made by the committee;
- obtain outside legal or independent professional advice and such advisors may attend meetingsas necessary.
Composition
The Committee will consist of the following members;
- Group Chief Financial Officer
- Group Company Secretary
- Investor Relations Director
- Group Financial Controller
Quorum
- The quorum necessary for the transaction of business shall be 2. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Meetings
Meetings of the Committee shall be summoned at the request of any of its members. The Committee shall meet as and when required in order to carry out its duties pursuant to these Terms of Reference. Due to the nature of the Committee’s Purpose, meetings are likely to be called on an ad hoc and informal basis. However where possible notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend as soon as practicable before the time of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate.
Attendance at Meetings
Only members of the Committee have the right to attend Committee meetings. Other individuals, however, such as the Chairman of the Board, Group Chief Executive, other directors and external advisers such as the Company’s auditors, may be invited to attend all or any part of any meeting as and when appropriate.
March 2008