Corporate Governance

Board

The Board provides entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board sets the Company’s strategic aims, and ensures that the necessary financial and human resources are in place for the Company to meet its objectives and review management performance. The Board sets the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met.

The Board will meet not less than six times a year.

David Howell

Ian Sutcliffe

Rebecca Worthington

Amanda Burton

Baroness Sally Morgan

Federico Canciani

James Van Steenkiste

Richard Adam

 

Schedule of Matters Reserved for the Board

Articles of Association

 

Audit Committee

The Audit Committee has responsibility for, amongst other things, the monitoring of the integrity of the financial statements of the Company, the review of the Company’s internal financial controls and the monitoring and review of the effectiveness of the Company’s internal audit function and external audit process.

The UK Corporate Governance Code recommends that an audit committee comprise at least three members who are independent non-executive directors and includes one member with recent and relevant financial experience. The Audit Committee is chaired by Richard Adam, and its other members are Baroness Sally Morgan and Amanda Burton.

The Audit Committee will meet not less than twice a year.

Richard Adam
Baroness Sally Morgan
Amanda Burton

Terms of reference – Audit Committee

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’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 Company’s Executive Directors and its Company Secretary. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration.

The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent non-executive directors (other than the chairman). The Remuneration Committee is chaired by Amanda Burton, and its other members are David Howell, Baroness Sally Morgan and Richard Adam.

The Remuneration Committee will meet not less than twice a year.

Amanda Burton
David Howell
Baroness Sally Morgan
Richard Adam

Terms of reference – Remuneration Committee

Nomination Committee

The Nomination Committee assists the Board in determining the composition and make-up of the Board. It is responsible for periodically evaluating the balance of skills, experience, independence and knowledge on the Board. It leads the process for board appointments and makes recommendations to the Board, taking into account the challenges and opportunities facing the Group in the future.

The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by David Howell, and its other members are Amanda Burton, Baroness Sally Morgan, Richard Adam and Federico Canciani.

The Nomination Committee will meet not less than twice a year.

David Howell
Amanda Burton
Baroness Sally Morgan
Richard Adam
Federico Canciani

Terms of reference – Nomination Committee