Board Committees
The Audit Committee assists the Board in discharging its responsibilities for the integrity of the financial statements, reviewing the current internal controls and risk mitigation strategies and for monitoring the effectiveness and objectivity of the external auditor.
The Audit Committee is chaired by Lynn Fordham. Ian Bull, Natalia Barsegiyan and Tracy Corrigan are also members of the Audit Committee.
The Audit Committee's role is to ensure that the financial performance of the Group is properly reported on and monitored. Its responsibilities include:
- planning and review of the Group's annual and interim financial statements;
- keeping under review the Group's relationship with its auditors, including making recommendations to the Board in relation to the appointment, re-appointment and resignation of auditors;
- keeping under review the Group's internal control and risk assurance processes; and
- monitoring the Group's compliance with legal requirements and accounting standards.
The ultimate responsibility for reviewing and approving our annual report and accounts and interim statements remains with the Board.
The Code requires that at least one member of the Audit Committee has recent and relevant financial experience. The Board considers that Ian Bull has such experience. Further details are set out in his biography in the Board section of this website.
The Remuneration Committee determines the terms and conditions of employment, remuneration and rewards of the Executive Directors, the Chairman and the leadership teams. The Remuneration Committee focuses on what is necessary to attract, retain and motivate these individuals.
The Remuneration Committee is chaired by Stella David. Its other members are Matt Shattock, Ian Bull, Lynn Fordham and Natalia Barsegiyan.
The role of the Remuneration Committees is to ensure that the Executive Directors and senior management are provided with the appropriate level of remuneration and other incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group. Its responsibilities include:
- determining and agreeing with the Board and shareholders the Policy regarding remuneration;
- determining the specific remuneration packages for Executive Directors and senior managers, including pension rights and compensation payments; and
- making recommendations for grants of options under share schemes.
The Company also receives independent advice from the Executive Compensation practice of Alvarez & Marsal. Alvarez & Marsal has no other connection with the Company except in relation to senior management remuneration matters.
The Nomination and Governance Committee manages the recruitment of the directors and advises on matters relating to the Board’s membership and committee appointments, reviewing to ensure an appropriate balance of skills is maintained as well as reviewing succession plans and monitoring the adequacy of the Group’s governance arrangements.
The Nomination and Governance Committee is chaired by Matt Shattock. Its other members are Natalia Barsegiyan, Ian Bull, Tracy Corrigan, Stella David, Lynn Fordham and Usman Nabi.
The Nomination and Governance Committee’s responsibilities include:
- evaluating the size, structure and composition of the Board (including the balance of skills, knowledge and experience);
- satisfying itself, with regard to succession planning, that the appropriate plans and processes are in place;
- making recommendations to the Board on retirements and appointments of additional and replacement Directors and the membership of statutory committees;
- reviewing and assess the adequacy of the Group’s corporate governance arrangements, including ensuring appropriate policies and procedures are in place for key compliance areas; and
- monitoring and reviewing evolving laws, regulations, and best practice corporate governance standings, including the UK Corporate Governance Code.
The Sustainability Committee manages the Company’s approach to matters relating to Sustainability. Matters within the scope of the Committee include climate change and the environment, modern slavery, and animal welfare, among others.
The Sustainability Committee is chaired by Tracy Corrigan. Its other members are Elias Diaz Sese and Natalia Barsegiyan.
The Sustainability Committee's role is to ensure that the Group has appropriate measures are in place to achieve the Group’s long-term objectives, taking into account non-financial matters including:
- having oversight of the Sustainability Steering Committee, including assessing the adequacy of and reviewing progress against KPIs and targets, ensuring effective communications are taking place for stakeholder groups;
- having oversight of external reporting on sustainability matters including reports published in line with the reporting standards established by the Sustainability Accounting Standards Board or similar frameworks as adopted by the Group from time to time;
- keeping up to date with developments on sustainability matters relevant to the Group, having due regard to strategic issues, regulatory reporting requirements and stakeholder sentiment;
- report to and make recommendations to the Board on sustainability matters relevant to the Group.