The Audit and Risk Committee is composed entirely of Non-Executive Directors and is chaired by Caroline Brown with Tudor Brown and Karen Bomba as the other members. Meetings of the Committee are attended, at the invitation of the Committee, by the external auditor, Chair, Chief Executive Officer and Chief Financial Officer. The Committee meets with the external auditor 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 and Risk Committee’s main responsibilities include:
- Monitoring the integrity of the financial statements of the Company including significant financial reporting judgements;
- Reviewing the Company’s system of internal controls (including financial, operational, reporting and compliance controls) and risk management framework;
- Providing advice (where requested by the Board) on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable;
- On behalf of the Board, reviewing and monitoring the Company’s risk management systems and internal controls and their effectiveness, and ensuring a robust assessment of principal risks facing the Company;
- Reviewing the procedures for detecting fraud and bribery, and any actions to be taken on non-compliance;
- Reviewing the internal audit function and effectiveness and approving the internal audit plan;
- Reviewing and monitoring the effectiveness of the external auditor, satisfying itself of the independence and objectiveness, and approving the terms of engagement and remuneration; and
- Approving and monitoring the operation of the Company’s Non-Audit Fees Policy.
The Remuneration and Nomination Committee is chaired by Tudor Brown, and membership includes Julia King, Karen Bomba and Warren Finegold. No Director is involved in any discussion or decision relating to their own remuneration and the Chair is not involved in any discussions relating to their succession. Only members of the Committee have the right to attend Committee meetings; however, other Board members and individuals such as the Chief People Officer and external advisers may be invited to attend for all or part of any meeting, as and when 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.
The ESG Committee is chaired by Julia King and its other members are Trine Borum Bojsen, Warren Finegold and Phil Caldwell. The Committee considers all matters relating to the environmental and social strategies and actions of the Company and related governance activities and disclosures. The Committee works closely with the Operational ESG Committee to ensure that Ceres’ ESG-related activity and effort is commensurate with the size of the Company and targeted for maximum impact.
The Disclosure Committee is comprised of the Chief Executive Officer, Chief Financial Officer, Chair of the Board and 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.
