Corporate governance - Drax
Corporate governance

“We continually work to ensure that our governance structures and processes are aligned with the requirements of the business and that good governance is embedded by management throughout the Group.”

Philip Cox CBE, Chairman

On this page you can find information about the Drax Group board, the Executive, Audit and Nominations Committee, and details on payments to previous directors.

Board

The Board has adopted a schedule of matters reserved for its decision and formal terms of reference for its committees. 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.

The Board receives regular reports on performance against the Business Plan and periodic business reports from senior management. Directors are briefed on matters to be discussed at meetings by papers 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
Board members
Executive Committee members
The Audit Committee

The Committee comprises David Lindsell (as Chairman), Tim Cobbold, and Tony Thorne, all of whom are independent non executive directors, appointed by the Board.

The Board is satisfied that the membership of the Committee meets the requirement for 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
  • 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, review all internal audit reports and review and monitor management’s responses to the findings and recommendations of the internal audit function

Terms of reference of The Audit Committee

The Nominations Committee

The Nominations Committee comprises Phillip Cox CBE (as Chairman), Tim Cobbold, David Lindsell and Tony Thorne. 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 Nominations Committee

The principal duties of the Committee are to:

  • Keep under review the structure, size and composition of the Board (including the skills, knowledge and experience required by it)
  • Consider succession planning for the directors and other senior managers
  • Identify and nominate candidates to fill vacancies among the directors
  • Review the time required from non-executive directors
  • Review those directors retiring by rotation in accordance with the Company’s Articles of Association and makes recommendations to the Board regarding their re-election

Terms of reference of the The Nominations Committee

The Remuneration Committee

The Remuneration Committee comprises Tony Thorne (as Chairman), Tim Cobbold, Philip Cox, and David Lindsell. The Company Secretary acts as Secretary to the Committee.

Role of the Remuneration Committee

The Committee’s principal responsibilities are:

  • Recommending to the Board the remuneration strategy and framework for the executive directors and members of the Executive Committee
  • Determining, within that framework, the individual remuneration packages for the executive directors and members of the Executive Committee
  • Approval of 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
  • Determining and agreeing 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
  • Determining the policy for, and scope of, executive pension arrangements
  • To oversee any major changes in employee benefit structures throughout the Group and review remuneration trends across the Group

Terms of reference of The Remuneration Committee

Payments to previous directors

Melanie Gee, 20 April 2016