3 Committees of the Board Nomination and Remuneration The Board has two committees: an Audit Committee and Risk Committee and a Nomination The Nomination and Remuneration Committee and Remuneration Committee. If the need assists the Board of the Company in should arise, the Board may set up additional determining the composition and makeup of committees as appropriate. the Board of the Company and recommends Audit and Risk Committee what policy the Company should adopt on executive remuneration, determines the levels The Audit and Risk Committee’s role is to assist of remuneration for each of the Executive the Board of the Company with the discharge Directors of the Company and recommends of its responsibilities in relation to external and monitors the remuneration of members audits and controls, including reviewing of senior management. It is also responsible the Group’s annual financial statements, for periodically reviewing the structure of the considering the scope of the annual audit and Company’s Board and identifying potential the extent of the non-audit work undertaken by candidates to be appointed as Directors, external auditors, advising on the appointment as the need may arise and for producing an of external auditors and reviewing the annual Remuneration Report to be approved effectiveness of the internal control systems by the members of the Company at the Annual in place within the Group. This led to the General Meeting. appointment of an internal control manager in April 2021. The Nomination and Remuneration Committee also determines succession plans for the The Audit and Risk Committee seeks to meet Executive Chairman. The Nomination and no fewer than three times a year. The Audit Remuneration Committee meets when and Risk Committee is chaired by Rupert appropriate and not fewer than twice a year. Faure Walker and its other members are Sue The Nomination and Remuneration Committee Prevezer and Paul Roy. Sir Martin Sorrell and is chaired by Paul Roy and its other members Mary Basterfield may be invited to attend are Rupert Faure Walker and Sue Prevezer. meetings of the Audit and Risk Committee, but Sir Martin Sorrell has observer rights and are not entitled to count in the quorum of such may be invited to attend meetings of the meetings or vote on business. Nomination and Remuneration Committee, but The Audit and Risk Committee met frequently is not entitled to count in the quorum of such in the period prior to publication of this meetings or vote on business. Annual Report to fully understand the issues The report of the Nomination and identified by management and PwC during the Remuneration Committee is set out on pages audit process. 65 to 91. The report of the Audit and Risk Committee is set out on pages 62 to 64. S4Capital Annual Report and Accounts 2021 59