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The Board is responsible for all corporate governance matters including the establishing of Board Committees and approving their terms of reference.
The Board Committees comprise of the following:
The Audit & Risk Committee (the ‘Committee’) is chaired by Clive Watson and its other members are Carol Hui, Pauline Lafferty and Helen Miles. The Committee has historically met at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. Following Admission, the Committee will meet at least four times a year and otherwise as required. The quorum necessary for the transaction of business at any meeting of the Committee is two members.
The Committee's terms of reference state that the Committee must comprise at least three members, all of whom shall be independent non-executive directors and one of whom shall be appointed as a chair. At least one member must have recent and relevant financial experience and competence in accounting and/or auditing and the Committee as a whole must have competence relevant to the sector in which the Company operates.
Members of the Committee are appointed by the Board, on the recommendation of the Nomination Committee and in consultation with the chair of the Audit & Risk Committee. Appointment of the chair of the Committee is also made by the Board on the recommendation of the Nomination Committee and in consultation with the Committee.
The Committee’s role is to assist the Group as a whole with the discharge of its responsibilities in relation to financial reporting; narrative reporting; internal controls and risk management systems; compliance, whistleblowing and fraud; and internal and external audit. Outside of the formal meeting programme, the chair of the Audit & Risk Committee is expected to maintain a dialogue with key individuals involved in the Company's governance, including the chair of the Board, the Chief Executive Officer, the Chief Financial Officer, the external audit lead partner, the Head of Internal Audit and the Group General Counsel.
The chair of the Audit & Risk Committee is also expected to be available at annual general meetings of the Company to respond to questions from shareholders on the Audit & Risk Committee and its activities and achievements should also seek engagement with shareholders on significant matters related to the Committee's areas of responsibility.
The full terms of reference of the Audit & Risk Committee can be accessed here and the Committee’s report for 2022 can be found on pages 106 to 111 of the Company’s latest Annual Report.
The Remuneration Committee (the ‘Committee’) is chaired by Pauline Lafferty and its other members are Carol Hui, Helen Miles and Clive Watson. The Committee meets not less than twice a year and otherwise as required. The quorum necessary for the transaction of business at any meeting of the Committee is two members.
The Committee's terms of reference state that the Committee must comprise at least three members, all of whom shall be independent non-executive directors, except that the chair of the Board may serve as a member of the Remuneration Committee if they were considered independent on appointment as chair. The chair of the Committee must be an independent non-executive director who has served on a remuneration committee for at least 12 months prior to appointment.
Members of the Committee are appointed by the Board, on the recommendation of the Nomination Committee and in consultation with the chair of the Remuneration Committee. Appointment of the chair of the Remuneration Committee is also made by the Board.
The Committee has delegated responsibility for determining the remuneration policy for all executive directors, other members of the Executive Committee and for the chair of the Board. The Committee also reviews workforce pay and related policies and the alignment of incentives and rewards with culture. The Committee is also expected to ensure that a report on its work is included in the Company's annual report and put to shareholders for approval at the Company's annual general meeting, as necessary. The chair of the Remuneration Committee is also expected to be available at annual general meetings of the Company to respond to questions from shareholders on the Remuneration Committee and its activities and achievements and should also seek engagement with shareholders on significant matters related to the Remuneration Committee's areas of responsibility.
The full terms of reference of the Remuneration Committee can be accessed here and the Committee’s report for 2022 can be found on pages 116 to 133 of the Company’s latest
Annual Report.
The Nomination Committee (the ‘Committee’) is chaired by Amit Bhatia, except when dealing with matters relating to his own appointment, and its other members are Carol Hui, Pauline Lafferty, Helen Miles and Clive Watson. The Committee meets at least twice a year and otherwise as required. The quorum necessary for the transaction of business at any meeting of the Committee is two members, both of whom must be independent non-executive directors.
The Nomination Committee’s terms of reference state that the Committee must comprise at least three members, a majority of whom must be independent non-executive directors. The chair of the Nomination Committee must be either the chair of the Board or an independent non-executive director.
Members of the Committee are appointed by the Board, on the recommendation of the Nomination Committee. Appointment of the chair of the Nomination Committee is also made by the Board.
The responsibilities of the Committee include reviewing the structure, size and composition (including the skills, knowledge, experience, diversity and length of service) of the Board; ensuring plans are in place for orderly succession to Board and senior management positions; preparing a policy in relation to Board and senior management diversity; reviewing the leadership needs of the business; and identifying and nominating candidates to fill Board vacancies as and when they arise.
The chair of the Nomination Committee is expected to attend the annual general meetings of the Company to respond to questions from shareholders on the Nomination Committee’s activities and achievements and should also seek engagement with shareholders on significant matters related to the Nomination Committee's areas of responsibility.
The full terms of reference for the Nomination Committee can be found here and the Committee’s report for 2022 can be found on pages 112 and 113 of the Company’s latest Annual Report.
The Sustainability Committee (the ‘Committee) is chaired by Carol Hui and its other members are Amit Bhatia, Pauline Lafferty, Helen Miles and Clive Watson. The Committee meets at least three times a year and at such other times as the chair of the Sustainability Committee shall deem necessary. If possible, meetings are to be held in conjunction with meetings of the Audit & Risk Committee, with whom the Sustainability Committee will closely liaise. The quorum necessary for the transaction of business at any meeting of the Committee is two members, both of whom must be independent nonexecutive directors.
The Sustainability Committee's terms of reference state that the Committee must comprise at least three members, the majority of whom must be independent non-executive directors and one of whom must be appointed as chair. If not already included in the non-executive directors nominated by the Board, the chair of the Board will also be a member of the Sustainability Committee. Members of the Committee are appointed by the Board, on the recommendation of the Nomination Committee and in consultation with the chair of the Sustainability Committee. Appointment of the chair of the Sustainability Committee is also made by the Board on the recommendation of the Nomination Committee.
The responsibilities of the Committee include reviewing the environmental impact and sustainability of the Group's operations, having regard to the impact of the Company's operations on the community and the environment as well as the Company's other stakeholders when promoting the success of the Company; ensuring the promotion of socially responsible values and standards that relate to the social and economic communities in which the Group operates; reviewing the Group's policies and procedures in relation to sustainability and associated matters; and reviewing and evaluating the sustainability performance of the Group.
The chair of the Sustainability Committee is expected to attend the annual general meetings of the Company to respond to questions from shareholders on the Committee’s activities and achievements and should also seek engagement with shareholders on significant matters related to the Sustainability Committee's areas of responsibility.
The full terms of reference for the Sustainability Committee can be found here and the Committee’s report for 2022 can be found on pages 114 and 115 of the Company’s latest Annual Report.
