Committees

The Audit Committee has formal terms of reference which are available from the Company Secretary upon request. Its main responsibilities are to review the integrity of the financial statements and announcements relating to the Group's performance and review the scope and findings of the Group's external Auditors and the Group's accounting controls and procedures through regular monitoring and a programme of internal audit reviews of controls of operating units. The Committee is also responsible for making recommendations to the Board in relation to the appointment of the external Auditor. During the financial year the Committee has reviewed the effectiveness of the external audit process and the audit strategy proposed by KPMG Audit Plc.

The Committee meets with the external Auditors to review their independence procedures and received a letter from KPMG Audit Plc confirming that, in their opinion, they remained independent. The Committee has also reviewed the expertise, resources and qualifications of the external Auditor. The Group also uses KPMG for non audit work, principally tax advice and due diligence, but the Committee and Board do not feel this undermines the Auditors' independence at all, and the cost benefits in terms of the Auditors' knowledge of the Group's businesses is significant. This balance remains under ongoing review by the Audit Committee.  The Committee meets prior to the Board Meeting at which the interim financial statements and the Annual Report and accounts are approved. The Committee considers reports from the external Auditor, the Internal Audit function and the status of the Group's risk management and reporting processes in addition to the accounting policies and financial reporting issues and judgements.

The Committee has been heavily involved in the investigation in Aberdeen into a significant stock shortfall following the suspension of Calum and Stuart Melville from the Offshore business.  The investigation was as a result of a whistleblowing incident.

The Committee is reviewing the Company's whistleblowing arrangements as part of wider arrangements to comply with the forthcoming Bribery and Corruption Act.

The Remuneration Committee meets at least twice during the year. All members are provided with reports in advance which they are able to ask questions before meetings. The Remuneration Committee determines the remuneration of Parent Board Directors and Senior Executives and makes recommendations to the main Board in connection with various share incentive schemes.