Corporate Governance

The Board is comprised of six Non-Executive Directors, one of whom is the Chairman, and two Executive Directors. Of the Non-Executive Directors, all are considered to be independent. The Senior Independent Director is Henrietta Marsh. The Board is responsible to the shareholders for the proper management of the Group. It meets regularly to review trading performance, set and monitor strategy, examine acquisition and divestment possibilities, approve major capital expenditure projects and other significant financing matters and report to shareholders. The Board delegates authority to the management for the day-to-day business under a set of delegated authorities which cover: routine operational matters, purchasing procedures, financial authority limits, contract approval procedures and the hiring of full time and temporary staff and consultants.

The Company has a formal process of annual performance evaluation for the Board, its committees and individual Directors. The Board and its committees are satisfied that they are operating effectively. A performance evaluation of the Board, the Board committees and individual Directors will continue to be conducted annually and the method for such review will continue to be reviewed by the Board in order to optimise the process. The Company has Directors’ and officers’ liability insurance in place.

The following committees deal with specified aspects of the Group’s affairs:

The Audit Committee

The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

The Audit Committee is chaired by Charlotta Ginman, and its other members are Henrietta Marsh and Rachel Addison. The Audit Committee meets at least three times a year, generally just prior to Board meetings.

Audit Committee Terms of Reference

The Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement Directors and committee members and will make appropriate recommendations to the Board on such matters.

The Nomination Committee is chaired by Martin Hellawell, and its other members are Henrietta Marsh, Charlotta Ginman and Xavier Robert. The Nomination Committee meets not less than twice a year.

Nomination Committee Terms of Reference

The Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Group’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors and the Group secretary. The Remuneration Committee also ensures compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.

The Remuneration Committee is chaired by Henrietta Marsh, and its other members are Xavier Robert, Shaun Gregory and Rachel Addison. The Remuneration Committee meets not less than twice a year.

Remuneration Committee Terms of Reference

The Risk Committee

The Risk Committee assists the Board in its duty to carry out a robust assessment of the principal non-financial risks facing the Company (financial risk is considered by the Audit Committee). Its main function is to review the risk register prepared and maintained by management and to re-confirm that the principal risks have been identified and (where appropriate) mitigated. The purpose of the Committee is to manage rather than eliminate risk and therefore it cannot provide absolute assurance against any one risk. The role of the Committee is to review reports from management to consider whether significant risks are identified, evaluated, managed and controlled and whether any significant weaknesses are promptly remedied. It will also require more extensive monitoring by management where appropriate.

The Risk Committee is chaired by Rachel Addison, and its other members are Xavier Robert, Charlotta Ginman, Rachel Addison, Bill Castell (CFO) and John Murphy (Group Operating Officer). The Risk Committee meets not less than twice a year.

Risk Committee Terms of Reference

The ESG Committee

The main purpose of the Committee is to represent the board in defining the Company’s strategy relating to ESG matters and in reviewing the practices and initiatives of the Company relating to ESG matters ensuring they remain effective and up to date. It oversees the development of the Group’s ESG strategy and makes recommendations to the board regarding it. It also oversees the establishment of policies and codes of practice and their effective implementation.

The ESG Committee is chaired by Shaun Gregory, and its other members are Henrietta Marsh and Andrew Belshaw (CEO). The ESG Committee meets not less than twice a year.

ESG Committee Terms of Reference

Relations with shareholders

Communication with shareholders is given high priority by the Board and is undertaken through press releases, general presentations at the time of the release of the annual and interim results and face-to-face meetings. The Group issues its results promptly to individual shareholders and also publishes the same on the Company’s website. Regular updates to record news in relation to the Company are also included on the website. In order to ensure that the members of the Board develop an understanding of the views and concerns of major shareholders there is regular dialogue with institutional shareholders, including meetings after the announcement of the Company’s annual and interim results. The Board uses the AGM to communicate with private and institutional investors and welcomes their participation.