Corporate governance

The Board

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.

The Committees

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.

Board Committees

Audit Committee

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.

Members

Suzanne Baxter (Chair)
Scott Forbes
Tamsin Todd

Audit Committee Terms of Reference

Remuneration Committee

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.

Members

Scott Forbes (Chair)
Breon Corcoran
Suzanne Baxter
Tamsin Todd

Remuneration Committee Terms of Reference

Nomination Committee

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.

Members

Breon Corcoran (Chair)
Scott Forbes
Pauline Reader
Suzanne Baxter
Tamsin Todd

Nomination Committee Terms of Reference

Disclosure Committee

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.

Members

John-Paul Savant (Chair)
Tom Hargreaves
The Company Secretary
Any Non-Executive Director

Sustainability & ESG Committee

The Sustainability and ESG Committee reports into the Audit Committe and it's primary objective is to develop a centralised framework for how corporate responsibility is governed across the Group. The breadth of this governance spans aspects of acting and doing business in a responsible manner, including in relation to environmental, social and governance (“ESG”) matters

The Committee's responsibilities include: overseeing the implementation of recommendations of the Taskforce for Climate Related Financial Disclosures "TCFD"), monitoring and identifying emerging ESG risks and opportunities, ; working with representatives / management from the whole Company and stakeholders to ensure relevant ESG risks and opportunities are identified and integrated into routine risk management processes.

The Committee reports its findings to the Audit Committee at least annually.

Members:

Richard Lewis (Chair)
Tom Hargreaves
Suzanne Baxter
Group Finance Controller
Head of Risk & Audit
Investor Relations
Chief People Officer

Sustainability and ESG Committee Terms of Reference