Terms of Reference

The terms of reference for the Audit, Nomation and Remuneration Committees 

• Audit
• Nominations
• Remuneration

Wolseley plc (“the Company“)

1.  Membership and attendance
1.1  The Audit Committee (“Committee”) shall be appointed by the Board, on the recommendation of the Nominations Committee, and shall comprise of a Chairman and at least 2 other members, none of which should be executives.
At least one member of the Committee should have recent relevant financial knowledge.  At the date that these terms of reference were agreed, the Committee is comprised of Messrs Murray (Chairman), Davis and Stein.
1.2  In the absence of the Committee Chairman the remaining members present shall elect one of their number present to chair the meeting.
1.3  The Committee may ask the Chairman of the Company, Chief Executive, Group Finance Director and any relevant senior management to attend meetings either regularly or by invitation, but the invitees have no right of attendance.
1.4  The Committee shall ask a representative of the external auditors and the Head of Internal Audit to attend meetings.  The Committee should hold at least one meeting, or part thereof, with the external auditor and one with the internal auditor, but without management being present.

2.  Secretary
The Company Secretary shall act as the Secretary of the Committee (“Secretary”).

3.  Quorum
The quorum necessary for the transaction of business shall be 2.  A duly convened meeting of the 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 Committee.

4.  Frequency of Meetings
4.1  The Committee shall meet not less than four times a year and at such other times as the Chairman of the Committee shall require.
4.2  Meetings will be arranged to coincide with key dates in the Company’s financial reporting cycle.
4.3  Meetings can be requested by the external or internal auditors through the Secretary if they consider one is necessary.
4.4  Meetings of the Committee shall be summoned by the Secretary at the request of any Committee member.

5.  Minutes of Meetings
5.1  The Secretary shall minute the proceedings and resolutions of all meetings of the Committee.
5.2  The Chairman should ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
5.3  Minutes of Committee meetings shall be circulated to all members of the Committee and to all members of the Board.

6.  Annual General Meeting
The Chairman of the Committee shall attend the Annual General Meeting in order to respond to any shareholder questions on the Committee’s activities.

7.  Duties

7.1  Internal Control and Risk Assessment
The 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.

7.2  Internal Audit
7.2.1  The Committee shall review the internal audit programme (and the key findings arising from reports completed pursuant to the programme) and ensure that the internal audit function is adequately resourced and has appropriate standing within the Company.
7.2.2  The Committee shall approve the appointment or dismissal of the Head of Internal Audit.
7.2.3  The Committee shall consider and approve the terms of reference of the internal audit function, and shall be advised of the planned programme of audits and the reason for any change or delay in the programme.
7.2.4  The Head of Internal Audit shall have direct access to the Chairman of the Committee although the Committee recognises that day to day reporting will be to the Chief Executive and Group Finance Director.
7.2.5  Each year the Committee shall review the effectiveness of the internal audit function.

7.3  External Audit
7.3.1  The Committee shall consider and make recommendations to the Board regarding the appointment and re-appointment of the Company’s external auditors, and shall ensure that key partners within the appointed firm are rotated in accordance with professional guidance and other regulations.
7.3.2  The Committee shall meet with the external auditors at least twice each year, once at the planning stage, where the scope of the audit will be considered together with the auditors’ quality control procedures and steps taken by the auditors to respond to changes in regulatory and other requirements and once post audit, at the reporting stage.  The Committee shall ensure that any auditors’ management letters and management’s responses are reviewed.
7.3.3  The Committee shall keep under review the relationship with external auditors including (but not limited to):
7.3.3.1 the independence and objectivity of the external auditors including policies on the non-audit services which the external auditors may provide and on the employment by the Company and the group of ex-employees/partners of the external auditors and other accountancy firms;
7.3.3.2 the consideration and approval of the level of audit fees which should be paid as well as any other fees which are payable to the auditors in respect of non-audit activities; and
7.3.3.3 discussions with the external auditors concerning such issues as compliance with accounting standards and any proposals which the external auditors have made a vis-à-vis the Company’s internal auditing standards.
7.3.3.4 Each year the Committee shall review the effectiveness of the external auditors.

7.4  Financial Statements
7.4.1  The Committee shall keep under review the consistency and appropriateness of accounting policies and practices both on a year-to-year basis and across the Company/group.
7.4.2  The Committee shall review and, where necessary, challenge the Company’s financial statements (before submission to the Board) taking into account:
7.4.2.1 decisions requiring a major element of judgment;
7.4.2.2 the extent to which the financial statements are affected by any unusual transactions;
7.4.2.3 the clarity of disclosures;
7.4.2.4 significant adjustments resulting from the audit;
7.4.2.5 the going concern assumption;
7.4.2.6 compliance with accounting standards;
7.4.2.7  compliance with stock exchange and other legal requirements; and
7.4.2.8  reviewing the Company’s statement on internal control systems prior to endorsement by the Board and to review the policies and process for identifying and assessing business risks and the management of those risks by the Company.  Primary responsibility will, however, remain with the full Board.

7.5  Reporting Responsibilities
7.5.1  The Committee or its Chairman shall attend the Board meeting at which the annual and interim accounts are approved.
7.5.2  In the light of its other duties, the 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.

7.6  Other Matters
7.6.1  The Committee shall be responsible for ensuring the effective co-ordination of the internal and external auditors and for considering management’s response to any major external or internal audit recommendations.
7.6.2  The Committee will review the Company’s procedures for handling allegations from whistleblowers.
7.6.3  Each year the Committee should review its own performance, constitution and terms of reference and make recommendations to the Board.
7.6.4  The Committee should agree the procedures for reviewing claims for expenses from the Chairman and other Board members.
7.6.5  The Committee shall, where practicable, review all proposed announcements to be made by the Company to the extent that they contain material financial information.
7.6.5  The Committee will review the minutes of the continental audit committees.

8.Authority
The Committee is authorised:
8.1  to seek any information it requires from any employee of the Company and group in order to perform its duties and all employees are directed to co-operate with any request made by the Committee (including attendance at a Committee meeting); and
8.2  to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference and such advisers may attend meetings as necessary.

Approved by the Board of Directors of Wolseley plc on 26 July 2007.

Note 1:    From 1 July 2004, the composition of the Committee was amended to include Mr Davis and Mr Duff.

         Note 2:    Mr Hornsby succeeded Mr Banks (following his retirement), as a member of the Committee with effect from 1 August 2006.

2. Secretary.
The Company Secretary shall act as the Secretary of the Committee (“Secretary”).

3. Quorum.
The quorum necessary for the transaction of business shall be 2 of whom at least 1 must be a non-executive director. A duly convened meeting of the 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 Committee.

4. Frequency of Meetings.
4.1 The Committee shall meet at such times as the Chairman of the Committee shall require.
4.2 Meetings of the Committee shall be summoned by the Secretary at the request of the Committee’s Chairman.

5. Minutes of Meeting
5.1 The Secretary shall minute the proceedings and resolutions of all Committee meetings.
5.2 Minutes of Committee meetings shall be circulated to all members of the Committee and shall be made available on request to other members of the Board.

6. Annual General Meeting.
The Chairman of the Committee shall attend the Annual General Meeting in order to respond to any shareholder questions on the Committee’s activities.

7. Duties.
7.1 The Committee shall:
7.1.1 regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any changes that are deemed necessary;
7.1.2 prepare a description of the role and capabilities required for a particular appointment;
7.1.3 be responsible for identifying and nominating, for the Board’s approval, candidates to fill Board vacancies as and when they arise;
7.1.4 assess and articulate the time needed to fulfil the role of Chairman and non-executive director;
7.1.5 ensure on appointment that a candidate has sufficient time to undertake the role and review his or her commitments, ensuring that if he or she is an executive of another company this will be his or her sole non-executive appointment; and in the event that a candidate for chairman is being considered, take note that he or she should not be a Chairman of more than one FTSE 100 company or equivalent; and
7.1.6 ensure that the Secretary on behalf of the Board has formally written to any appointees, detailing the role and time commitments and proposing an induction plan produced in conjunction with the Chairman.
7.2 It shall also make recommendations to the Board:
concerning any matters relating to the continuation in office as a director of any director at any time;
7.2.2 concerning the appointment of any director to an executive or other office other than to the positions of chairman and Chief Executive, the recommendation for which would be considered at a meeting of all the directors;
7.2.3 detailing items that should be published in the company’s Annual Report relating to the activities of the Committee; and
7.2.4 with regard to the membership and chairmanship of the Audit Committee.

8. Authority
8.1 The Committee is authorised to seek any information it requires from any employee of the Company and group in order to perform its duties.
8.2 The Committee is authorised to obtain, at the Company’s expense, outside advice on any matters within it’s terms of reference.

Approved by the Board of Directors of Wolseley plc on 18 July 2003.

 Wolseley plc (“the Company“)

TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE

1.Membership
1.1  The Remuneration Committee (“Committee”) shall be appointed by the Board and shall comprise of a Chairman and at least two other members, none of which should be executives.  At the date that these terms of reference were agreed the Committee comprised of Messrs Duff (Chairman), Davis and Walker.

Note:  With effect from 31 October 2007, Mr Stein will succeed Mr Walker as a member of the Remuneration Committee and Mr Whybrow will also be appointed as a member.

2.  Secretary

The Company Secretary shall act as the Secretary of the Committee (“Secretary”).

3.  Quorum
The quorum necessary for the transaction of business shall be 2.  A duly convened meeting of the 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 Committee.

4.   Meetings
4.1  The Committee shall meet not less than twice a year and at such other times as the Chairman of the Committee shall require.
4.2  Meetings of the Committee shall be summoned by the Secretary at the request of any member of the Committee.
4.3  The Chairman of the Company, Chief Executive and Group HR Director shall have the right to address any meeting of the Committee; others may be called upon or shall be able to speak by prior arrangement with the Chairman of the Committee.

5.  Minutes of Meetings
5.1  The Secretary shall minute the proceedings and resolutions of all Committee meetings.
5.2  Minutes of Committee meetings shall be circulated to all members of the Committee and to all members of the Board.

6.  Annual General Meeting
6.1 The Chairman of the Committee shall attend the Annual General Meeting in order to respond to any shareholder questions on the Committee’s activities.

7.Duties
The Committee shall:
7.1  Determine and agree with the Board the framework or broad policy for the remuneration of the Chief Executive, the Chairman of the Company, the Executive Directors, the Company Secretary, and, based on proposals from the Chief Executive, the members of the Executive Committee and  Executive Committee Advisory Group (together the “Relevant Executives”).

The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the Board to be decided at a meeting of the Board.  No director or manager shall be involved in any decisions as to his or her own remuneration; 

7.2   In determining such policy, the Committee shall take into account all factors which it deems necessary.  The objective of such policy shall be to ensure that members of the Company’s executive management 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.  It shall also liaise with the Nominations Committee to ensure that the remuneration of newly appointed executives is within the Company’s overall policy;
7.3  Within the terms of the agreed policy, established in accordance with clause 7.1, determine for the Relevant Executives:
(a) targets for any performance related pay schemes operated by the Company  (asking the Board, when appropriate, to seek shareholder approval for any long term incentive arrangements), and;

(b) the total individual remuneration package of each Relevant Executive including, where appropriate, bonuses, incentive awards and payments and share options.
7.4  Determine the policy for and scope of pension arrangements, service agreements for the Relevant Executives, termination payments and compensation commitments;
7.5  In determining such packages and arrangements, give due regard to the comments and recommendations of the Combined Code as well as the UK Listing Authority’s Listing Rules and associated guidance;
7.6  Be aware of the employee benefit structures (and any changes thereto) throughout the Company or Group;
7.7  Review the design and implementation of all share incentive plans for approval by the Board and, where required, shareholders. 
7.8  Determine each year whether awards will be made under the Company’s share incentive plans, 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.
7.9  Ensure that provisions regarding disclosure of remuneration including pensions, as listed in the Directors’ Remuneration Report Regulations 2002, are fulfilled;
7.10  Produce an annual report of the Committee’s remuneration policy; and
7.11  Review the Committee’s performance, constitution and terms of reference on an annual basis and report any recommendations to the Board.

8.  Authority
8.1  The Committee is authorised by the Board to seek any information it requires from any employee of the Company or Group in order to perform its duties.
8.2  In connection with its duties the Committee is required by the Board to select, set the terms of reference and appoint remuneration consultants, at the Company’s expense.
8.3  Although the Committee can seek the advice and assistance from any of the Company’s executives, it will ensure that this role is clearly separated from their role within the business.

Approved by the Board of Directors of Wolseley plc on 26 July 2007

Note: The Committee has, since March 2003, sought external advice from New Bridge Street Consultants LLP, who also provided certain pensions advice to the Company.