Corporate Governance
The Board
The Board is comprised of five Non-Executive Directors, one of whom is the Chair, and two Executive Directors. All the Non-Executive Directors are considered to be independent. The Senior Independent Director is Rachel Addison. The Board is responsible to shareholders for the proper oversight of management of the Group and operates under Matters Reserved for the Board. It meets regularly to review trading performance, set and monitor strategy, examine acquisition and divestment possibilities, approve major capital expenditure projects and other significant financing matters, and report to shareholders. The Board delegates authority to management for the day-today business under a set of delegated authorities which cover operational matters, purchasing procedures, financial authority limits, contract approval procedures and the hiring of full-time and temporary staff and consultants.
The Company has a formal process of annual performance evaluation for the Board, its committees and individual Directors. The Board and its committees are satisfied that they are operating effectively. A performance evaluation of the Board, the Board committees and individual Directors will continue to be conducted annually and the method for such review will continue to be reviewed by the Board in order to optimise the process. The Company has Directors’ and officers’ liability insurance in place.
The Board has adopted a document that sets out the division of responsibilities between the Chair, Chief Executive Officer and Senior Independent Director.
Matters Reserved for the Board
Role and responsibilities of the Chair, Chief Executive and Senior Independent Director
Board Committees
The following committees deal with specified aspects of the Group’s affairs:
The Audit & Risk Committee
The Audit & Risk Committee is responsible for ensuring the financial integrity of the Group through the regular review of financial processes, including internal controls, and performance. It confirms to the Board that all material financial reporting is fair, balanced and understandable. It is also responsible for oversight of the internal audit function and the relationship with the external auditor, monitoring its performance and reviewing the scope and terms of its appointment, engagement and removal. It also has a duty to carry out a robust assessment of the principal risks facing the Company.
The Audit & Risk Committee is chaired by Charlotta Ginman, and its other members are Rachel Addison and Xavier Robert. The Audit & Risk Committee meets at least three times a year, generally just prior to Board meetings.
Audit & Risk Committee Terms of Reference
The Nomination Committee
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any Committees of the Board. The Committee also oversees succession planning for the Executive Directors and Executive Committee members.
The Nomination Committee is chaired by Martin Hellawell, and its other members are Charlotta Ginman and Xavier Robert. The Nomination Committee meets not less than twice a year.
Nomination Committee Terms of Reference
The Remuneration Committee
The Committee is primarily responsible for determining and agreeing with the Board the broad policy for the remuneration and employment terms of the Executive Directors, Chair and other senior executives.
The Remuneration Committee is chaired by Rachel Addison, and its other members are Xavier Robert and Shaun Gregory. The Remuneration Committee meets not less than twice a year.
Remuneration Committee Terms of Reference
The ESG Committee
The main purpose of the Committee is to represent the Board in defining the Company’s strategy relating to ESG matters and in reviewing the practices and initiatives of the Company relating to those matters, ensuring they remain effective and up to date. It oversees the development of the Group’s ESG strategy and makes recommendations to the Board. It also oversees the establishment of policies and codes of practice and their effective implementation.
The ESG Committee is chaired by Shaun Gregory, and its other members are Martin Hellawell and Andrew Belshaw (CEO). The ESG Committee meets not less than twice a year.
ESG Committee Terms of Reference
Relations with shareholders
Communication with shareholders is given high priority by the Board and is undertaken through press releases, general presentations at the time of the release of the annual and interim results and face-to-face meetings. The Group issues its results promptly to individual shareholders and also publishes the same on the Company’s website. Regulatory news in relation to the Company is published on our website.
In order to ensure that the members of the Board develop an understanding of the views and concerns of major shareholders, there is regular dialogue with institutional shareholders, including meetings after the announcement of the Company’s annual and interim results. The Board aims to use the AGM to communicate with private and institutional investors and welcomes their participation. All the Non-Executive Directors and, in particular, the Chair, the Senior Independent Non-Executive Director and the Remuneration Committee Chair are available to meet with major shareholders.
