b'Annual Report & Accounts 2022 Mercia Asset Management PLC 59Board committeesThe Board delegates specific duties and responsibilities to certain committees and has established a Nominations Committee, an Audit and Risk Committee and a Remuneration Committee, as described more fully below, except in respect of the Remuneration Committee, whose report is set out on pages 63 to 67 of this Annual Report. The Chief Financial Officer attendedGovernanceAudit and Risk Committee and Remuneration Committee meetings as Committee Secretary. The Company Secretary attended the Nominations Committee meeting as Committee Secretary. Nominations CommitteeThe Nominations Committee is responsible for identifying and nominating members of the Board and recommending the composition of each committee of the Board, including the Chair of each committee, together with evaluating the balance of skills, knowledge, experience and independence of the Board. The Committee also considers succession planning for Executive Directors, Non-executive Directors and other senior executives.Throughout the year, the Committee comprised Ian Metcalfe as Chair, Dr Jonathan Pell and Caroline Plumb OBE. The Nominations Committee met once formally during the year and having recommended an externally facilitated Board review, recommended the appoint of LYBAS following a tender process. Audit and Risk CommitteeThe Audit and Risk Committee is responsible for monitoring the integrity of the Groups financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Groups compliance, internal control and risk management systems, and overseeing the relationship with the external statutory and Client Assets Sourcebook (CASS) auditors (including advising on their appointment, agreeing the scope of the audits, agreeing audit fees and reviewing the audit findings). The Committee also reviews the provision of any non-audit services by the external statutory auditor.During the year the Committees specific areas of focus were:Reviewing the work undertaken by the Groups external auditor;Closely monitoring the changing risk profile of the Group during the pandemic and the mitigating actions being taken by the Executives;Considering the pronouncements of the Financial Reporting Council in respect of best practice in financial reporting, with particular reference to the emphasis given to Alternative Performance.The Committee Chair also maintained a regular dialogue with the Chief Financial Officer, to ensure his current awareness of all financial, audit and risk related matters.The Committee will monitor the need for a dedicated internal audit function, focusing on financial controls. An internal audit function already exists in respect of investment-related compliance matters, under the independent leadership and direction of the Groups Compliance Director. The Compliance Director reports directly to the Committee on all findings.Throughout the year, the Committee comprised Dr Jonathan Pell as Chair, Ian Metcalfe and Caroline Plumb OBE. Executive Directors attend by invitation. The Committee met three times during the year under review at appropriate times in the financial reporting and audit cycle. It may also meet at other times if so required. It has unrestricted access to the Groups external auditor.'