Corporate governance

Board committees

The board has established audit, remuneration, nomination and corporate social responsibility committees, all of which have written terms of reference. The Group Company Secretary is Secretary to all board committees. In addition, the board has appointed a medical advisory panel which oversees clinic audit, advises directors on the continual improvement of clinical quality and gives added medical authority and an Executive CSR Committee which advises the board on CSR matters.

The audit committee is chaired by George Mitchell and its other members are Peter Cawdron and Lawrence Churchill.
Audit committee terms of reference

The remuneration committee is chaired by Peter Cawdron and its other members are Lord Leitch and George Mitchell.
Remuneration committee terms of reference

The nomination committee is chaired by Lord Leitch and its other members are Virginia Bottomley, Peter Cawdron, George Mitchell and Ray King.
Nomination committee terms of reference

Appointment of non-executive directors

Non-executive directors are appointed for an initial term of three years, normally with the possibility of a period of extension for one term. Non-executive directors are paid a fee for their services to the group. During their time in office, they are also entitled to private medical insurance cover for themselves and any spouse or dependent children and annual health assessment for themselves and their spouse. The chairman is also entitled to car benefits. There are no continuing benefits on termination of the appointment except for the entitlement to an annual health screen.

Non-executive directors are not entitled to participate in any bonus, long-term incentive plan or pension arrangement funded by the company.

Non-executive directors' fees are reviewed periodically by the board with the help of independent advisors.

Remuneration committee advisers

The committee currently takes advice on remuneration issues from Mercer Human Resource Consulting, which provides market data on levels of executive remuneration and benefits. Mercer and related companies also provide Bupa with employee benefit consulting, risk and insurance broking services and business strategy advice. In addition, as independent insurance intermediaries, it advises some of its other clients about Bupa's services.

The group human resources director retains Mercer's services on behalf of the committee. He also provides advice to the committee on matters of remuneration policy and interpretation of market data and is assisted in this by other appropriate external advisers.