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Luxfer Group Limited

Lumns Lane, Manchester, M27 8LN Email:

Board Committees

The Board has delegated powers and responsibilites to three Committees:

Audit Committee of the Board

The Company Secretary acts as secretary to the Committee.

The Chief Financial Officer and the Chief Executive Officer attend as required.

The responsibilities and duties of the Audit Committee are set out in the Terms of Reference, a copy of which can be downloaded below.

The Board considers that all the members have appropriate financial experience to enable them to contribute to the Audit Committee’s work. The Board also consider that each of the members of the Audit Committee satisfies the requirements for independence set out in section 303A.02 of the New York Stock Exchange rules and the Rules 10A-3 under the United States Security Exchange Act of 1934 as amended. David Landless is the ‘Audit Committee Financial Expert’ as defined in United States Item 407(d) of Regulation SK.

Each year, normally prior to the commencement of the financial year, the Committee establishes a schedule of meetings to coincide with the key events in the company’s financial reporting and audit cycle to ensure it has sufficient time on its agendas to deal with matters for which it has responsibility. Agendas and appropriate papers are issued for each meeting. The Chairman speaks to the external auditors as he considers appropriate and necessary in preparation for meetings at which matters are discussed that have been audited by auditors or are relevant to them. Luxfer’s external auditors attend certain meetings as appropriate, normally in connection with the year-end audit and pre-approval of services to be provided by such auditors.

The Audit Committee has adopted and implemented a ‘Policy on the Provision of Audit and Non-Audit Services by Auditors’ (the “Pre-approval Policy”) to comply with auditor independence requirements contained in Rule 2-01 of Regulation S-X under the Exchange Act. The policy requires the Audit Committee to pre-approve all matters upon which Luxfer’s auditors are requested to advise (audit and non-audit work), including fees, subject to certain pre-approvals made annually by the Audit Committee. A pre-approved sum to be spent on audit and tax matters is delegated to the Chief Financial Officer and there is a procedure for approval of urgent items by the Chairman between meetings. The policy also affirmatively proscribes the Company’s auditors from advising on certain matters.

Please click the link below to download a PDF copy of the Audit Committee Terms of Reference


Renumeration Committee

The Company Secretary acts as secretary to the Committee.

The Chief Executive Officer attends as required.


The Remuneration Committee is responsible for determining and agreeing with the Board the framework on executive remuneration which is set out in the Remuneration Policy and its costs. It operates to written Terms of Reference which can be down loaded below.

The Committee has access to independent advice when it considers it requires such advice.

Meetings are held at least twice a year to consider the remuneration packages for the year ahead and to consider remuneration reporting requirements as a minimum.

The Remuneration Policy was approved by our shareholders at the 2018 Annual General Meeting. A copy of the Remuneration Policy can be down loaded below.

A report on how the Remuneration Policy was implemented during the last financial year can be found in the Remuneration Implementation Report in our latest U.K. Report and accounts.

Click the link below to download a PDF copy of the Terms of Reference of the Remuneration Committee.

Nomination and Governance committee

The Company Secretary acts as secretary to the Committee.

The Chief Executive Officer attends as required.

The Committee operates to written Terms of Reference a copy of which can be downloaded below.

Among other responsibilities, the Nomination Committee undertakes an annual review of succession planning for the Board and senior executives in Luxfer with recommendations made to the Board.

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