The Board is committed to the highest standards of corporate governance. The Board is responsible for leading and controlling the Company and has overall authority for the management and conduct of its business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place.
In accordance with the UK Corporate Governance Code, there is a division of the roles of the CEO, Chair and Senior Independent Director. The roles and responsibilities of the board of directors
and its Committees are set out in the terms of reference of each Committee and the Board reserved matters.
In accordance with the UK Corporate Governance Code the Board has established a number of Committees, whose terms of reference are documented below. The Committees report back to the Board on their activities at the Board meeting following the respective Committee meeting.
The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, whistleblowing and fraud systems in place within the Group.
- Suzanne Baxter (Chair)
- Scott Forbes
- Tamsin Todd
The responsibilities of the Remuneration Committee covered in its terms of reference include determining and monitoring the strategy and policy on remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the Remuneration Committee to carry out its responsibilities.
- Scott Forbes (Chair)
- Breon Corcoran
- Suzanne Baxter
- Tasmsin Todd
The responsibilities of the Nomination Committee include: reviewing the size, structure and composition of the Board and ensuring that the Board comprises the right balance of skills, knowledge, diversity and experience; identifying and nominating for approval candidates to fill any vacancies on the Board; giving full consideration to the organisation and succession planning for the Group; and making recommendations to the Board concerning membership of the Audit Committee and the Remuneration Committee in consultation with the chairs of those committees.
- Breon Corcoran (Chair)
- Scott Forbes
- Pauline Reader
The Board has established a Disclosure Committee in order to ensure timely and accurate disclosure of all information that is required to be disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of the Company’s securities on the London Stock Exchange, including the Listing Rules, the Disclosure Guidance and Transparency Rules and the Market Abuse Rules.
- John-Paul Savant (Chair)
- Tom Hargreaves
- The Company Secretary
- Any Non-Executive Director