Corporate Governance

Audit Committee

The Audit Committee assists the Board in discharging its responsibilities, in particular, with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements and reviewing the effectiveness of the external audit process. The Audit Committee also assists the Board in reviewing the effectiveness of the Group’s internal audit, internal controls, whistleblowing and fraud systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee meets at least three times a year at the appropriate times in the reporting and audit cycle.

The terms of reference of the Audit Committee details its responsibilities and covers such issues as membership and the frequency of meetings, together with requirements for quorum and notice procedure and the right to attend meetings. The terms of reference also set out the authority of the committee to carry out its responsibilities.

The UK Corporate Governance Code recommends that an audit committee should comprise at least three members who are independent non-executive directors and that at least one member should have recent and relevant financial experience. The Audit Committee’s terms of reference require that its composition comply with these recommendations. The Audit Committee is chaired by Paul Harrison and its other members are Gillian Kent and Rita Clifton.

Ascential plc – terms of reference of the Audit Committee

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to Directors’ remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and members of the executive management team. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration. The Remuneration Committee meets not less than three times a year.

The terms of reference of the Remuneration Committee details its responsibilities and covers such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. 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 provides that a remuneration committee should comprise at least three members who are independent non-executive directors and that the chairman of the board should not be the chair of the Remuneration Committee. The terms of reference of the Remuneration Committee require that its composition complies with these requirements. The Remuneration Committee is chaired by Judy Vezmar and its other members are Paul Harrison and Gillian Kent.

Ascential plc – terms of reference of the Remuneration Committee

Nomination Committee

The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement directors and committee members and will make appropriate recommendations to the Board on such matters. The Nomination Committee also assists the Board in the consideration and development of appropriate corporate governance principles, including, among other things, those relating to potential related party transactions. The Nomination Committee will meet at least once a year.

The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors and that the chairman of the board or an independent non-executive director should chair the committee, provided that the chairman should not chair the committee when it is dealing with the appointment of a successor to the chairmanship of the Board. The terms of reference of the Nomination Committee require that its composition complies with these requirements. The Nomination Committee is chaired by Scott Forbes and its other members are Gillian Kent and Rita Clifton.

Ascential plc – terms of reference of the Nomination Committee