“Maintaining the highest standards of corporate governance across the Group is a priority for the Board. This is integral to the delivery of our strategy and for creating sustainable long-term value for the benefit of our shareholders and stakeholders.”
Philip Cox CBE, Chairman
The Board has a schedule of matters reserved for its decision and formal terms of reference for its committees which are reviewed regularly.Matters which are not specifically reserved to the Board and its Committees under their terms of reference, or to shareholders in the General Meeting, are delegated to the Executive Committee or otherwise delegated in accordance with a schedule of delegated authorities approved by the Board.
At each meeting, the Board receives a report from the Group Chief Executive Officer in relation to key business and operational matters, and from the Group Chief Financial Officer in relation to the financial performance of the Group. It also receives regular reports on performance against the Business Plan and periodic business reports from senior management. The Board receives regular industry, regulatory and topical updates from internal specialists as well as external experts and advisers. Papers are distributed in advance of Board and Committee meetings.
Role of the board
The Board determines:
- The Group’s strategy
- The Group’s appetite for risk (particularly in its trading activities)
- The risk management policies
- The annual plan and key performance indicators
- Acquisitions and disposals and other transactions outside delegated limits
- Material changes to accounting policies or practices
- Significant financial decisions
- Capital structure and dividend policy
- Shareholder communications
- Prosecution, defence or settlement of material litigation
- Group remuneration policy
- The terms of reference of Board Committees
- The Board structure, composition and succession
Executive Committee members
The Audit Committee
The Committee comprises Vanessa Simms (as Chair), Tim Cobbold, Nicola Hodson, David Nussbaum and John Baxter CBE.
The Board is satisfied that the Committee have the requisite recent and relevant financial experience. The Company Secretary acts as Secretary to the Committee.
The Chairman of the Committee reports the Committee’s deliberations to the following Board meeting and, once agreed, the minutes of each meeting of the Committee are circulated to all members of the Board.
Role of the Audit Committee
The Audit Committee assists the Board to fulfil its oversight responsibilities. Its primary functions are to:
- Monitor the integrity of the financial statements and other information provided to shareholders
- Review significant financial reporting issues and judgements contained in the financial statements
- Advise the Board on whether the Committee believes the annual report and accounts are fair, balanced and understandable
- Review the systems of internal control and risk management
- Maintain an appropriate relationship with the Group’s external auditors and review the effectiveness and objectivity of the external audit process
Monitor and review the effectiveness of the internal audit function
The Nomination Committee
The Nomination Committee comprises Phillip Cox CBE (as Chair), Tim Cobbold, Nicola Hodson, David Nussbaum, Vanessa Simms and John Baxter CBE. The Company Secretary acts as Secretary to the Committee.
The Chairman of the Committee reports the Committee’s deliberations to the following Board meeting and, subject to redaction in the event that they include personal information, the minutes of each meeting of the Committee are circulated to all members of the Board.
Role of the Nomination Committee
The principal duties of the Committee are to:
- Keep under continuous review the structure, size and composition of the Board (including requisite skills, diversity, knowledge and experience)
- Make recommendations to the Board regarding the re-election of directors retiring by rotation in accordance with the Company’s Articles of Association
- Conduct the search and selection process for new directors, taking advice from independent search consultants as appropriate
- Ensure a rigorous succession planning process for the directors and other senior managers, including the identification of candidates from both within and outside the group
The Remuneration Committee
The Remuneration Committee comprises Nicola Hodson (as Chair), Tim Cobbold, Philip Cox CBE, David Nussbaum, Vanessa Simms and John Baxter CBE. The Company Secretary acts as Secretary to the Committee.
Role of the Remuneration Committee
The Committee’s principal responsibilities are to:
- Keep under review the Remuneration Policy, last approved by shareholders in April 2018
- Recommend to the Board the remuneration strategy and framework for the executive directors and members of the Executive Committee
- Determine, within that framework, the individual remuneration packages for the executive directors and members of the Executive Committee
- Approve the design of annual and long-term incentive arrangements for executive directors and senior managers, including agreeing the annual targets and payments under such arrangements
- Determine and agree the general terms and conditions of service and the specific terms for any individual within the Committee’s remit, either on recruitment or on termination
- Determine the policy for, and scope of, executive pension arrangements
- Oversee any major changes in employee benefit structures throughout the Group and review remuneration trends across the Group