Board
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 purpose, strategy and business model for long-term value creation
- The Group’s appetite for risk and risk management policies
- The Group’s annual plan and budget, ensuring the Group has necessary resources to deliver the strategy
- Setting key performance indicators to measure performance against strategic objectives
- Reviewing and advising on stakeholder engagement, including shareholder engagement and engagement with the workforce, as well as Government and NGOs
- Considering proposals from management for acquisitions, disposals and other transactions outside ordinary delegated limits
- Material changes to accounting policies or practices
- Significant financial decisions
- Capital structure and dividend policy
- The effectiveness of the Group’s governance structure, including business conduct, ethics and whistleblowing
- 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 Audit Committee comprises Vanessa Simms (as Chair), Nicola Hodson, David Nussbaum and Erika Peterman.
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
- Advising the Board on whether the Committee believes the Annual Report and Accounts are fair, balanced and understandable
- Maintaining an appropriate relationship with the Group’s external auditor and reviewing the effectiveness and objectivity of the external audit process
- Maintaining and monitoring the non-audit services policy
- Reviewing the systems of internal control and risk management
- Monitoring and reviewing the effectiveness of the internal audit function
- Making recommendations to the Board (to put to shareholders for approval) regarding the appointment of the external auditor
The Nomination Committee
The Nomination Committee comprises Andrea Bertone (as Chair), Nicola Hodson, David Nussbaum, Vanessa Simms, John Baxter CBE, Kim Keating and Erika Peterman. 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 review the Board’s structure, size and composition (including requisite skills, diversity, knowledge and experience)
- Ensure there is a succession planning process for the directors and other senior managers, including the identification of candidates (from both within and outside Drax) who align with the objectives of the business and Group
- Conduct the search and selection process for new directors, taking advice from independent search consultants as appropriate
- Monitor and challenge initiatives and progress in addressing diversity and inclusion
- Report on Board evaluation
The Remuneration Committee
The Remuneration Committee comprises Nicola Hodson (as Chair), Andrea Bertone, Vanessa Simms, John Baxter CBE and Kim Keating. 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 implementation of the Directors’ Remuneration Policy
- Determine the remuneration strategy and framework for the Executive Directors and senior management, ensuring that executive remuneration is aligned to the Group’s purpose, values and strategy
- Determine, within that framework, the individual remuneration packages for the Executive Directors and senior management
- Approve the design of annual and long-term incentive arrangements for Executive Directors and senior management, including agreeing 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 remit of the Committee, either on recruitment or on termination
- Determine the policy for, and scope of, executive pension arrangements
- Oversee any major changes in employee remuneration throughout the Group, ensuring there is consistency with the culture and values of Drax
Payments to previous directors
Philip Cox, 31 December 2023
Andy Koss, 8 April 2020
Tim Cobbold, 27 September 2019
Tony Thorne, 28 June 2019
David Lindsell, 17 April 2019
Dorothy Thompson, 2 January 2018
Melanie Gee, 20 April 2016
Peter Emery, 31 December, 2015
Paul Taylor, 31 December 2015
Tony Quinlan, 31 May 2015
Charles Berry, 22 April 2015
