The Board has established a formal schedule of matters reserved, and has delegated other specific responsibilities to its Committees: the Audit and Risk Committee, Remuneration Committee, Nomination Committee and Sustainability Committee. Each Committee’s roles and responsibilities are set out in formal terms of reference, which are determined by the Board.
The Audit and Risk 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 and half year 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, risk management, whistleblowing and fraud systems in place within the Group.
The Audit and Risk Committee is chaired by Elaine O’Donnell and its other members are Wais Shaifta and Simon Jones.
Number of meetings held in 2023: 4
The Remuneration Committee recommends the Group’s policy on executive remuneration to the Board for approval, determines the levels of remuneration for Executive Directors and the Chair and other senior executives and prepares an annual remuneration report for approval by shareholders at the Annual General Meeting.
The Remuneration Committee is chaired by Wais Shaifta and its other members are Elaine O’Donnell and Simon Jones.
Number of meetings held in 2023: 5
The role of the Nomination Committee is to develop and maintain a formal, rigorous and transparent procedure for the appointment of directors to the Board. In addition, it is responsible for reviewing the succession plans for Executive Directors and Non-Executive Directors.
This involves:
- keeping under review the leadership needs of the Group, both Executive and Non-Executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace;
- regularly reviewing the structure, size and composition of the Board to ensure it has an appropriate balance of skills, diversity, experience, knowledge and independence, and reporting and making recommendations to the Board with regard to any changes; and
- regularly assessing the knowledge, skills and experience of individual members of the Board and reporting the results to the Board.
The Nomination Committee is chaired by John Treharne and its other members are Wais Shaifta, Richard Stables, Elaine O'Donnell and Simon Jones.
Number of meetings held in 2023: 2
The role of the Sustainability Committee is to assist the Board in developing its sustainability strategy and providing oversight of sustainability initiatives across the Group, in line with the purpose, values and strategy of the Company.
Key responsibilities:
- understanding the sustainability and climate risks and opportunities for the Group;
- assisting the Board in its oversight of corporate responsibility, climate, sustainability and reputational matters taking into account the Group’s purpose, strategy and culture; and
- assessing the Group’s current sustainability footprint, reviewing sustainability targets and commitments and materiality.
The Sustainability Committee is chaired by Wais Shaifta and its other members are John Treharne, Will Orr, Elaine O’Donnell, Simon Jones, David Melhuish and Cornelia Woschek.
Number of Sustainability Committee meetings held in 2023: 4
