office2office - first rate service delivering customer value

office2office is a member of the European Office Supplies Alliance and a FTSE 4 Good company

Skip to Content

Terms of Reference

office2office plc (the "Company")

Audit Committee Terms of Reference
Remuneration Committee Terms of Reference
Nomination Committee Terms of Reference
Whistleblowing Policy  (Disclosures in the Public Interest)

AUDIT COMMITTEE - TERMS OF REFERENCE

  1. Composition and Procedure
    1. The Audit Committee shall consist of a minimum of two members, comprising a Chairman and at least one other member. The Audit Committee shall be appointed by the Board and membership shall be confined to non-executive Directors (at least one member of which must have recent and relevant financial knowledge). The members of the Audit Committee for the time being shall be:-
      Chris Batterham (Chairman)
      Jim Cohen
    2. The majority of the members of the Audit Committee shall be independent of the management of the Company. The Company’s external and internal auditors, the Company’s Chairman, Chief Executive and/or Finance Director and other directors and Group employees may be invited by the Audit Committee to attend meetings as and when appropriate. At least once each year representatives of the Company’s external auditors and the head of internal audit shall meet the Audit Committee without any executive directors being present, except by invitation of the Committee.
    3. Care should be taken by the Audit Committee to minimise the risk of any conflict of interest that might be seen to give rise to an unacceptable influence. It is recommended that, where possible, the Chairman and members of the Audit Committee should be rotated on a regular basis.
    4. The Chairman of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee. The Chairman of the Board shall not be a member of the Audit Committee.
    5. The Company Secretary or his/her nominee shall act as the Secretary of the Audit Committee.
    6. The quorum for the transaction of business shall be two members, of whom at least one must be clearly independent. A duly convened meeting of the Audit 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 Audit Committee.
    7. The Audit Committee shall meet formally twice a year and at such other times as the Audit Committee Chairman shall require. Meetings of the Audit Committee may be held by telephone.
    8. Any member of the Audit Committee may request that a meeting be convened by the Secretary of the Audit Committee. The Company’s external and internal auditors may request that a meeting be convened if they deem it necessary.
    9. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed and any supporting papers, shall be forwarded to each member of the Audit Committee, any other person required to attend and all other non-executive Directors, no fewer than five business days prior to the date of the meeting.
    10. The Secretary shall minute the proceedings and resolutions of all meetings of the Audit Committee. The Secretary shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
    11. Minutes of Audit Committee meetings shall be circulated promptly to all members of the Board.
  2. Annual General Meeting
    1. The Audit Committee Chairman shall attend each annual general meeting of the Company prepared to respond to any shareholder questions on the Audit Committee’s activities.
  3. Duties
    1. Internal Control and Risk Assessment
      1. The Audit Committee shall keep under review the effectiveness of the Company’s financial reporting and internal control policies and procedures for the identification, assessment and reporting of risks.
    2. Whistleblowing
      1. The Committee shall review the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Audit Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
    3. Internal Audit
      1. The Audit Committee shall consider applications for the post of and approve the appointment of the head of the internal audit function.
      2. The Audit Committee shall consider and approve the terms of reference of the internal audit function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Audit Committee shall also ensure the function has adequate standing and is free from management or other restrictions.
      3. The Audit Committee shall monitor and review the effectiveness of the Company’s internal audit function in the context of the Company’s overall risk management system.
      4. The Audit Committee shall review and assess the internal audit plan.
      5. The Audit Committee shall review the management of financial matters and focus upon the freedom allowed to the internal auditors.
      6. The Audit Committee shall review promptly all reports on the Company from the internal auditors.
      7. The Audit Committee shall review and monitor management’s responsiveness to the findings and recommendations of the internal auditor.
      8. The Head of Internal Audit shall be given the right of direct access to the Audit Committee Chairman.
    4. External Audit
      1. The Audit Committee shall consider and make recommendations to the Board in relation to the appointment and re-appointment of the Company’s external auditors, to be put to shareholders for approval at the AGM. The Audit Committee shall oversee the selection process for new auditors and if an auditor resigns the Audit Committee shall investigate the issues leading to this and decide whether any action is required.
      2. The Audit Committee shall meet with the external auditors at least twice each year, once at the planning stage prior to the audit and once post audit at the reporting stage. If more than one audit firm is involved the Audit Committee shall monitor co-ordination between them.
      3. The Audit Committee shall keep under review the relationship with external auditors including (but not limited to):
        1. the independence and objectivity of the external auditors taking into account relevant UK professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of non audit services;
        2. the consideration of audit fees which should be paid as well as any other fees which are payable to auditors in respect of non-audit activities;
        3. the consideration of their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit; and
        4. discussions with the external auditors concerning such issues as compliance with accounting standards and any proposals which the external auditors have made regarding the Company’s internal auditing standards.
      4. The Audit Committee shall review the findings of the audit with the external auditors including (but not limited to):
        1. a discussion of any major issues which arose during the audit;
        2. any accounting and audit judgments; and
        3. levels of errors identified during the audit.
    5. Financial Statements
      1. The Audit Committee shall keep under review the consistency of accounting policies both on a year to year basis and across the Group.
      2. The Audit Committee shall be responsible for satisfying itself that:
        1. the annual accounts, the preliminary statement of financial results, the interim statement of financial results and any other major financial statements issued by the Company follow generally accepted accounting principles and give a fair and meaningful account of the Company’s and its subsidiary undertakings’ affairs; and
        2. matters raised by the external auditors about any aspect of the accounts or of the Company’s control and audit procedures are appropriately considered and, if necessary, brought to the attention of the Board, for resolution.
      3. The Audit Committee shall exercise the following powers and discretions:
        1. reviewing of the half-year and annual accounts, preliminary results’ announcements, summary financial statements, significant financial returns to regulators and financial information contained in certain other documents before their submission to the full Board, focusing in particular on:-
          1. any changes in accounting policies and practices;
          2. major judgmental areas;
          3. significant adjustments arising from the audit;
          4. the "going concern" assumption;
          5. compliance with accounting standards; and
          6. the extent to which the financial statements are affected by any unusual transactions.
        2. compliance with legal, regulatory (including as to corporate governance) and UK Listing Authority and/or London Stock Exchange requirements;
        3. discussion in the absence of the executive Directors (if appropriate) of any problems or reservations which the Company’s auditors may have arising from final audits and any interim audits or otherwise;
        4. reviewing of the Company’s external auditors’ management letter and management’s response;
        5. reviewing the statement to be included in the annual report on the Board’s review of the effectiveness of its internal control systems prior to endorsement by the Board;
        6. consideration of the major findings of internal investigations and management’s response; and
        7. consideration of any other matter specifically referred to the Audit Committee by the full Board.
      4. The Audit Committee shall review the annual financial statements of the pension funds where not reviewed by the Board as a whole.
    6. Reporting Responsibilities
      1. The Audit Committee or its Chairman shall meet formally with the Board at least once a year to discuss such matters as the annual report and the Company’s relationship with its external auditors.
      2. In the light of its other duties, the Audit Committee shall make whatever recommendations to the Board it deems appropriate and shall compile a report to shareholders to be included in the Company’s annual report and accounts.
    7. Other Matters
      1. The Audit Committee shall be responsible for co-ordination of the internal and external auditors.
      2. The Audit Committee shall oversee any investigation of activities which are within its terms of reference and act as a court of the last resort.
      3. The Audit Committee shall, on a regular basis, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness.
      4. The Audit Committee shall have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required.
      5. The Audit Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
      6. The Audit Committee shall give due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the UK Listing Authority’s Listing Rules as appropriate.
  4. Authority The Audit Committee is authorised by the Board to:
    1. seek any information it requires from any employee, consultant and other provider of services to the Company (for example, solicitors, tax advisers, management consultants) in order to perform its duties; and
    2. call any employee to be questioned at a meeting of the Audit Committee as and when required;
    3. to obtain, at the cost of the Company, such outside legal or other independent professional advice as the Audit Committee shall consider, in its discretion, to be appropriate to the exercise of its powers and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

REMUNERATION COMMITTEE - TERMS OF REFERENCE

  1. Composition and Procedure
    1. The Remuneration Committee shall consist of a minimum of two members, comprising a Chairman and at least one other member. The Remuneration Committee shall be appointed by the Board and membership shall be confined to non-executive Directors who are independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgement. The Chairman of the Board may also be a member, but not chairman, of the Remuneration Committee if considered independent on appointment as chairman of the board. The members of the Remuneration Committee for the time being shall be:
      Jim Cohen (Chairman)
      Chris Batterham
      David Callear
    2. The Chairman of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee.
    3. The Company Secretary or his/her nominee shall act as the Secretary of the Remuneration Committee.
    4. The quorum for the transaction of business shall be two members. A duly convened meeting of the Remuneration Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion s vested in or exercisable by the Remuneration Committee.
    5. The Remuneration Committee shall meet at least once per year and at such other times as the Remuneration Committee Chairman shall require. Meetings of the Remuneration Committee may be held by telephone.
    6. Any member of the Remuneration Committee may request that a meeting be convened by the Secretary of the Remuneration Committee.
    7. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed and any supporting papers, shall be forwarded to each member of the Remuneration Committee, any other person required to attend and all other non-executive Directors, no fewer than five business days prior to the date of the meeting.
    8. The Secretary shall minute the proceedings and resolutions of all meetings of the Remuneration Committee.
    9. Minutes of Remuneration Committee meetings shall be circulated promptly to all members of the Board.
    10. The Chief Executive and HR Director may be invited to attend and speak at meetings of the Remuneration Committee. Others may be requested to attend or shall be able to speak at meetings by prior arrangement with the Remuneration Committee Chairman.
    11. The remuneration of non-executive Directors shall be a matter for the executive Directors of the Board. No Director or manager shall be involved in any decision as to his/her remuneration.
  2. Annual General Meeting
    1. The Remuneration Committee Chairman shall attend each annual general meeting of the Company prepared to respond to any shareholder questions on the Remuneration Committee’s activities.
  3. Duties
    1. The Remuneration Committee shall:
      1. determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Chief Executive, the Chairman of the Company, the executive directors, the Company Secretary and such other members of the executive management as it is requested to consider;
      2. in determining such policy, take into account all factors which it deems necessary. The objective of such policy should be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
      3. review the ongoing appropriateness and relevance of the remuneration policy;
      4. determine targets for any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
      5. review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used;
      6. within the terms of the agreed policy, determine the total individual remuneration package of each executive manager including, where appropriate, bonuses, incentive payments and share options;
      7. determine the policy for scope of pension arrangements, service agreements for the executive management team, termination payments and compensation commitments;
      8. ensure that contractual terms on termination, and any payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
      9. in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code and the Listing Rules of the UK Listing Authority and associated guidance;
      10. review and note annually the remuneration trends across the Company;
      11. oversee any major changes in employee benefit structures throughout the Company or Group;
      12. vet and authorise the reimbursement of any claims for expenses from the Chief Executive and Chairman of the Company;
      13. ensure that all provisions regarding disclosure of remuneration including pensions, as set out in the Directors’ Remuneration Report Regulations 2002, the Combined Code and the Listing Rules (particularly Rule 12.43A) are fulfilled;
      14. be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Remuneration Committee and to obtain reliable, up-to-date information about remuneration in other companies;
      15. consult with the Chief Executive about proposals relating to the remuneration of other executive Directors;
      16. determine the application of, and invitations and grants of options under the Company's share option schemes in place from time to time including the Executive Management Incentive Scheme and the Sharesave scheme; and
      17. consider the continuation of the employment of executive Directors beyond the normal retirement age of 70.
    2. All decisions and recommendations of the Remuneration Committee in respect of Directors’ remuneration shall be referred to the Board and shall take effect only upon approval thereof by resolution of the Board at a meeting which is properly convened and constituted in accordance with the Articles of Association of the Company, provided that the Board shall only have the power to approve or reject the decisions of the Remuneration Committee, but that no Director shall be entitled to vote or be counted in the quorum in respect of any resolution relating to his own remuneration.
  4. Reporting Responsibilities
    1. The Remuneration Committee Chairman report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
    2. The Remuneration Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
    3. The Remuneration Committee shall produce an annual report of the Company’s remuneration policy and practices which will form part of the Company’s Annual Report and ensure each year that it is put to shareholders for approval at the AGM.
  5. Other Matters
    1. The Remuneration Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
  6. Authority

    The Remuneration Committee is authorised by the Board:

    1. to seek any information it requires from any employee, consultant and other provider of services to the Company (for example, solicitors, tax advisers, management consultants) in order to perform its duties; and
    2. to obtain, at the cost of the Company, such outside legal or other independent professional advice as the Remuneration Committee shall consider, in its discretion, to be appropriate to the exercise of its powers and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Remuneration Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.

NOMINATION COMMITTEE TERMS OF REFERENCE

  1. Composition and Procedure
    1. The Nomination Committee shall consist of a minimum of two members, comprising a Chairman and at least one other member. The Nomination Committee shall be appointed by the Board and a majority of the members shall be non-executive Directors. The Nomination Committee Chairman shall be the Chairman of the Board (provided he is not also the Board’s executive head) or a non-executive Director. The members of the Nomination Committee for the time being shall be:
      David Callear (Chairman)
      Jim Cohen
      Chris Batterham
    2. If a regular member is unable to act due to absence, illness or any other cause, the Nomination Committee Chairman may appoint another Director of the Company to serve as an alternate member having due regard to maintaining the required balance of executive and non-executive members.
    3. The Company Secretary or his/her nominee shall act as the Secretary of the Nomination Committee.
    4. The quorum for the transaction of business shall be two members, of whom at least one must be a non-executive Director. A duly convened meeting of the Nomination 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 Nomination Committee.
    5. The Nomination Committee shall meet not less than once a year and at such other times as the Nomination Committee Chairman shall require.
    6. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed and any supporting papers, shall be forwarded to each member of the Nomination Committee no fewer than five business days prior to the date of the meeting.
    7. The Secretary shall minute the proceedings and resolutions of all minutes of all minutes of the Nomination Committee.
    8. Minutes of Nomination Committee meetings shall be circulated promptly to all members of the Nomination Committee and to the Chairman of the Board and, if so requested, made available to other members of the Board.
    9. The Chief Executive or HR Director or external advisers may be invited to attend and speak at meetings of the Nomination Committee. Others may be requested to attend or shall be able to speak at meetings by prior arrangement with the Nomination Committee Chairman.
  2. Annual General Meeting
    1. The Nomination Committee Chairman shall attend each annual general meeting of the Company prepared to respond to any shareholder questions on the Nomination Committee’s activities.
  3. Duties
    1. The Nomination Committee shall:
      1. regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that the Nomination Committee deems necessary;
      2. be responsible for carrying out a formal selection process of candidates and nominating for the approval of the Board any new appointments, whether of executive or non-executive Directors; and
      3. keep under the review the leadership needs of the Group with a view to ensuring the continued ability of the Group to compete effectively in its market place.
      4. The Nomination Committee shall make recommendations to the Board:
      5. as regards plans for succession, in particular, of the Chairman and the Chief Executive;
      6. as regards the re-appointment of any non-executive Director at the conclusion of his/her specified term of office;
      7. as regards membership of the Audit and Remuneration Committees, in consultation with the chairmen of those committees;
      8. as to the continuation or not (as the case may be) in service of any Director who has reached the age of 70;
      9. concerning the re-election by shareholders at the annual general meeting of the Company of any Director under the “retirement by rotation” provisions in the Articles of Association of the Company;
      10. concerning suitable candidates for the role of senior independent director;
      11. concerning the appointment of any Director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendations for which would be considered at a meeting of:
        1. in the case of the position of Chief Executive, all the non-executive Directors; and
        2. all the Directors regarding the position of Chairman;
      12. concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an executive Director as an employee of the Company subject to the provisions of the law and their service contract; and
      13. on the items to be published in the Company’s annual report relating to the activities of the Nomination Committee which shall include the process used by the Nomination Committee in relation to Board appointments.
        office2office - Procedure for the appointment to the Board
      14. In nominating proposed non-executive Directors, the Nomination Committee shall due regard to the provisions of the Combined Code.
  4. Reporting Responsibilities
    1. The Nomination Committee Chairman shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities.
    2. The Nomination Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
  5. Other Matters
    1. The Nomination Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
  6. Authority

    The Nomination Committee is authorised by the Board:

    1. to seek any information it requires from any employee, consultant and other provider of services to the Company in order to perform its duties; and
    2. to obtain, at the cost of the Company, such outside legal or other independent professional advice (including that of search consultants) as the Nomination Committee shall consider, in its discretion, to be appropriate to the exercise of its powers and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Welcome to o2o

For investors

For customers

Corporate Social Responsibility

© office2office plc 2008