Committees
The Directors have established an Audit Committee, a Remuneration & Nomination Committee, an ESG Committee and a Disclosure Committee with formally delegated rules and responsibilities. Each of these committees meets on a regular basis as appropriate. Links to the terms of reference of each of the committees can be found below.
Audit Committee
The Audit Committee is composed entirely of Non-Executive Directors and is chaired by Aidan Hughes with Tudor Brown and Caroline Brown (who is due to commence on 1 June 2023) as the other members. Meetings of the Committee are attended, at the invitation of the Committee, by the external auditors, the Chairman, Chief Executive Officer and the Chief Financial Officer. The Committee meets with the external auditors on a regular basis without the Executive Directors being present. The Committee is authorised to seek any information it requires from any employee of the Group in order to perform its duties, and obtain any outside legal or other independent professional advice it requires at the Company’s expense. The Audit Committee’s main responsibilities include:
- to satisfy itself as to the integrity of the financial statements and other formal announcements relating to the Group’s financial performance, ensuring compliance with applicable accounting standards, regulations and rules;
- to monitor and review the effectiveness of the Group’s internal financial controls and risk management policies and systems (noting the non-Board Technical and Operations Committee’s responsibility relating to technical, operational, business continuity and health and safety-related risks) and to monitor and review the going concern status of the Group;
- to satisfy itself of the independence and effectiveness of the external auditor, and to make recommendations to the Board in relation to the appointment and remuneration of the external auditor, and policy relating to their non-audit services;
- to regularly consider the need for the requirement of an internal audit function; and
- to consider the Group’s whistleblowing procedures to ensure that employees are able to raise concerns, in confidence, about possible wrongdoing or malpractice.
Remuneration & Nomination Committee
The Remuneration Committee is chaired by Tudor Brown and also comprises Julia King and Karen Bomba (who is due to commence on 1 June 2023). The Chief Executive Officer, Chief Financial Officer, People Director and Company Secretary are invited to attend meetings where appropriate. The committee governs all aspects of the Executive Directors’ and Chairman’s remuneration and reward arrangements and advises on employee benefit structures throughout the Group. It is responsible for reviewing the composition and structure of the Board and for identifying and recommending candidates for Executive and Non-Executive Director positions.
ESG Committee
The ESG Committee is chaired by Julia Elizabeth King and its other members are Trine Borum Bojsen, Warren Alan Finegold and Philip Joseph Caldwell. The Board ESG Committee, working in conjunction with the Operational ESG Committee, monitors trends and best practice in corporate governance and considers any matters relating to ESG related governance activities, expenditures and publications of the Company.
Disclosure Committee
The Disclosure Committee is comprised of the CEO, CFO, Chair of the Board (from July 2023) and General Counsel & Company Secretary. It oversees the Company’s compliance with its obligations in relation to the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation.)