Corporate Governance
Roles and Responsibilities
The Board is responsible for creating and delivering shareholder value by setting the strategic direction of the Group. The Board delegates a number of its responsibilities to its three sub-Committees. The Committee Chairs provide regular updates on the activities of each Committee at Board meetings.
The Chair is responsible for the leadership of the Board and its overall effectiveness in directing the Company and promoting an open environment for challenge and debate. He encourages participation by all the Directors, facilitates constructive relations and creates the right atmosphere to promote a culture of open discussion and effective decision making.
Along with the other Non-Executives, he is responsible for holding the Executives to account against agreed objectives.
The Chief Executive recommends the Group’s strategy to the Board and is responsible for its implementation and for the Group’s overall performance. He ensures that the interests of the Group’s stakeholders are taken into account with regards to the long-term impact of the Board’s decisions.
Executive Directors manage the business operations within each Director’s area of responsibility in accordance with the Group’s strategy.
The Senior Independent Director, acts as a sounding board for the Chair and serves as an intermediary for Directors and shareholders should communication through the normal channels fail. She leads the appraisal of the Chair’s performance each year and would, as required, chair the Nomination Committee when it considers his succession.
The Independent Non-Executive Directors bring independent judgement and scrutiny to the decisions taken by the Board. Monitor the success of management in delivering the agreed strategy within the risk appetite and control framework set by the Board.
Advises the Board and guides the Company on all matters of good governance. Ensures timely and appropriate information flows within the Board, its Committees and between the Directors and senior management, as well as compliance with relevant statutory and regulatory requirements.
The Executive Committee supports the Chief Executive with the development and implementation of Group strategy, the management of the business and the discharge of responsibilities delegated by the Board. It typically meets formally each month and informally on a weekly basis, and during the year there are dedicated sessions to discuss strategic priorities as well as ad hoc sessions to keep up to date with more day-to-day operational issues.
The Executive Committee delegates some of its responsibilities to a number of management committees, membership of each includes at least one member of the Executive Committee.
The Leadership team comprises the members of the Executive Committee and their senior direct reports, each of whom has responsibility for the Group’s operations in a particular geography, or for one or more of the Group’s main functional areas.
It serves as a discussion forum and sounding board with which the Executive Directors can share knowledge and ideas, gain a better understanding of the local market outlook and share cross-functional and cross-border information.
Our Committees
Audit Committee
Key responsibilities:
- Oversight of internal and external audit processes and independence of the external auditor
- Monitoring the integrity of the financial statements of the Group including reviewing significant judgements
- Reviewing internal controls and risk management systems
- Advising the Board on the statements made in the Annual Report and Half-Year Report on viability, going concern, risk and controls and whether the statements are, when taken as a whole, fair, balanced and understandable
Carol Fairweather, Chair of the Audit Committee
-
Carol Fairweather (Chair)
-
Sue Clayton
-
Simon Fraser
-
Linda Yueh
Andy Harrison, Chair of the Nomination Committee
Nomination Committee
Key responsibilities:
-
Composition of the Board and its Committees
-
Appointment of new Directors
-
Induction of new Directors and ongoing training for individual Directors and the Board as a whole
-
Oversight of the Board Diversity and Inclusion Policy
-
Succession planning for the Board, the Group HR Director and the Company Secretary
-
Oversight of the development pipeline for the Leadership team and talent development programme for the wider workforce
- Andy Harrison (Chair)
- Mary Barnard
- Sue Clayton
- Carol Fairweather
- Simon Fraser
- Linda Yueh
Remuneration Committee
Key responsibilities:
- Determine the remuneration for Executive Directors, the Chair, the Company Secretary and the Group HR Director
- Review the remuneration of the Leadership Team
- Ensure Executive remuneration is aligned to the Company’s Purpose and Values, and the delivery of its long-term strategy
- Oversee the framework and policies for workforce remuneration and assess their alignment with Company culture
- Consider individual remuneration outcomes for the Executive Directors
Simon Fraser, Chair of the Remuneration Committee
- Simon Fraser (Chair)
- Mary Barnard
- Sue Clayton
- Carol Fairweather
- Linda Yueh
Health and Safety Committee
Develops and manages the implementation of Health and Safety policies, reviews the outcomes of
the Health and Safety Working Group as well as any other health and safety matters.
Group Risk Committee
Establishes, monitors and reports to the Executive Committee and ultimately the Board and Audit
Committee on the Group’s approach to risk management.
Investment Committee
Recommends the investment strategy for the Group, manages the allocation of capital and oversees all major investment and divestment decisions on behalf of the Executive Committee.
Technology Committee
Manages the Group’s Digital and Technology strategy, and ensures that activity within this domain is aligned with this