Board committees
Our board committees provide a platform for boards to deal with specific issues that require specialised areas of expertise.
Nomination Committee
Key responsibilities
- Review the structure, size and composition of the Board and its Committees
- Give full consideration to succession planning for the Board and other Senior Management taking into account the challenges and opportunities facing the Company, and the skills, diversity and expertise needed
- Review the leadership needs of the organisation
- Remain fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates
- Identify and nominate potential Board candidates
- Evaluate the combination of skills, knowledge, experience, diversity and independence on the Board
- Review the results of the Board performance evaluation process and manage any recommendations
- Support people initiatives that promote a culture of inclusion and diversity
Audit & Risk Committee
Key responsibilities
- Monitor the integrity of the Financial Statements of the Company and Group
- Review the appropriateness and consistency of significant accounting policies
- Review and report to the Board on significant financial issues and judgements
- Review the appropriateness of Task Force on Climate-Related Financial Disclosures (TCFD)
- Carry out a robust assessment of the Group’s emerging and principal risks on an annual basis, including environmental risks and opportunities
- Review the Group’s internal control and risk management systems
- Monitor and review the effectiveness of the Group’s Internal Audit function
- Assess the effectiveness of whistleblowing arrangements
- Review the effectiveness of the External Auditor process
- Develop and implement policies on the engagement of the External Auditor to supply non-audit services and consider the impact they have on independence
- Review and monitor the External Auditor’s independence and objectivity
- Conduct any external audit tender process and make recommendations to the Board about the appointment, reappointment and removal of the External Auditor
- Approve the remuneration and terms of engagement of the External Auditor
- Ensure the External Auditor has full access to Company colleagues and records
- Invite challenge by the External Auditor, giving due consideration to the points raised
- Engaging with shareholders on the scope of the external audit, where appropriate
ESG Committee
Key responsibilities
- Provide oversight on behalf of the Board in relation to the Company’s ESG Strategy including activities and performance
- Oversee ESG goals, targets and KPIs, and provide accountability for successful delivery
- Monitor the Company’s ESG Strategy to ensure it is embedded into core business operations, stakeholders are engaged with it and progress against achieving related goals, targets and KPIs is monitored
- Ensures the Company monitors current and emerging ESG trends and adheres to relevant international standards and legal/regulatory/governance requirements
- Provide guidance and monitor actions and initiatives taken to prevent, mitigate and manage risks related to ESG matters which may have a materially adverse impact on the Company and its stakeholders
- Collaborate with the Audit & Risk Committee and the Remuneration Committee on matters which overlap
- Make recommendations to the Board in relation to the required resourcing and funding of ESG related activity
- Oversee the Company’s public disclosures, regarding the Company’s ESG Strategy activities and performance, and review and monitor the Company’s non-financial reporting with respect to ESG matters
Remuneration Committee
Key responsibilities
- Determines remuneration policy for the Company Chair, Executive Directors, the Company Secretary and other members of the Senior Management as designated
- Determines remuneration packages for the Company Chair, Executive Directors, the Company Secretary and other members of the Senior Management as designated
- Review the appropriateness of the Remuneration Policy on an ongoing basis and make recommendations to the Board on appropriate changes
- Obtain up to date comparative market information and appoint remuneration consultants as required to advise or obtain information
- Approve design of, and set targets for, performance related incentives across the Company
- Oversee any major changes to benefits for employees
- Oversight of wider workforce pay practices and incentive arrangements
- Ensure failure and excessive risk taking are not rewarded
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