No person other than the Committee members is entitled to attend the meetings of these committees, except at the invitation of the Committee.
› Audit committee
The Committee manages the relationship with the external auditor. The Committee annually reviews and approves the terms of the appointment of the external auditor and its engagement. It fixes the level of the auditor’s remuneration (ensuring it is appropriate and does not compromise the effectiveness of the audit) and reviews the scope and adequacy of the audit of the Group’s annual consolidated financial statements. The Committee also puts in place policies and procedures to ensure that the external auditor remains independent. It reviews these, and the auditor’s independence and objectivity, each year. This review includes the overall relationship between the auditor and the Company, including the safeguards established by the external auditor for maintaining independence, the rotation of partners and staff who work on the audit, and the level and nature of non-audit services provided by the auditor.
The Committee reviews all financial reports (which for 2010 consisted of the Preliminary Results Announcement, Annual Report and the Interim Report) including consideration of the Group’s accounting policies and major judgemental areas. The Committee reviews the effectiveness of the Group’s systems of internal control, and reviews the scope (and the annual plan) of the internal audit function and satisfies itself of its adequacy, particularly in terms of resources and performance against its annual plan. In addition it reviews the report prepared by the Risk Committee to ensure all relevant risks are addressed in these external and internal audit processes. Time was set aside for the Committee to meet the external auditor and the Head of Internal Audit without Executive Management present.
The Company also issues Interim Management Statements (IMS) every quarter. Each IMS is approved by a Committee of the Board comprising the Chairman, the Chair of the Audit Committee, the CEO and CFO.
During 2010 the Audit Committee comprised all the independent Non-Executive Directors of the Company. The Audit Committee Chairman was Alan Murray. Alan is a Fellow of the Chartered Institute of Management Accountants and was previously Chief Financial Officer of Hanson PLC. The Company Secretary acted as secretary to the Committee. In addition to the members of the Committee, regular attendees at the Audit Committee meetings included representatives of the external auditor, the Chairman, the CEO, the CFO, other Executive Directors, the Group Controller and the Head of Internal Audit.
Following completion of the Combination the Audit Committee is chaired by Tony Isaac. Tony is a Fellow of the Chartered Institute of Management Accountants and, before becoming Chief Executive of The BOC Group plc, was its Group Finance Director. The other members of the Audit Committee are Gérard Lamarche, Sir Neville Simms and Michael Zaoui.
Audit Committee Constitution and Terms of Reference 
› Remuneration committee
The Remuneration Committee is responsible for ensuring that the overall remuneration of Executive Directors is maintained on a sensible and comparable basis and enables the Company to compete effectively for good calibre executives. It monitors the performance of Executive Directors against targets, sets the performance conditions for the annual bonus and long-term incentive plan awards, and reviews the remuneration levels and other conditions of service of senior managers immediately below Board level.
In 2010 the Committee comprised the independent Non-Executive Directors of the Company and the Chairman. The Chairman of the Committee for 2010 was John Roberts. The Company Secretary acted as secretary to the Committee and the Head of Global Resources acted as advisor to the Committee. In 2010, Towers Watson acted as external advisor to the Committee.
Following completion of the Combination the Remuneration Committee is chaired by Bernard Attali. The other members of the Committee are Dirk Beeuwsaert, Gérard Lamarche, David Weston and Sir Rob Young.
Remuneration Committee Constitution and Terms of Reference
› Appointments committee
The Appointments Committee is responsible for matters of management succession and the identification and appointment of Directors. It also reviews the Board structure, size and composition, and makes recommendations to the Board with regard to changes that are deemed desirable. In 2010 the Committee comprised the Chairman and all of the independent Non-Executive Directors of the Company. The Chairman of the Committee for 2010 was Sir Neville Simms. The Company Secretary acted as secretary to the Committee.
Following completion of the Combination the Appointments Committee is chaired by Sir Neville Simms. The other members of the Committee are Bernard Attali, Dirk Beeuwsaert, Tony Isaac and Gérard Lamarche.
Appointments Committee Constitution and Terms of Reference
› Health, safety and environment committee
The HS&E Committee was established with effect from 1 January 2008. It is responsible for reviewing the Group’s HS&E policies, objectives and performance. The Committee was chaired by Struan Robertson during 2010 and also comprised one other Non-Executive Director and the CEO. In addition, the Head of Operations and Engineering attended meetings of the Committee. During 2010 the HS&E Committee met twice, once at Fujairah F2 in the UAE and once at T-Power in Belgium – both during the construction phase where health and safety are critical. At these meetings the Committee reviewed, amongst other things, HS&E data, Group health and safety initiatives and the corporate environmental policy. The Company Secretary acted as secretary to the Committee
Following completion of the Combination the Committee is chaired by David Weston. The other members of the Committee are Dirk Beeuwsaert and Sir Neville Simms.
Health, Safety and Environment Committee Terms of Reference