The Board is committed to the highest standards of corporate governance.
The Board has established a number of Committees, to which responsibility for certain matters has been delegated. The Board Committee structure is shown in the diagram above. Each Committee has written terms of reference setting out its roles and responsibilities, and the extent of the authority delegated by the Board. The terms of reference are available on the Company’s website. The Chair of each Committee reports regularly to the Board on matters discussed at Committee meetings.
The Remuneration Committee assists the Board in fulfilling its responsibilities in relation to remuneration. This includes making recommendations to the Board on the Company’s policy on executive remuneration, including setting the overarching 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 also ensures compliance with the Code in relation to remuneration.
The Remuneration Committee was chaired by Hanny Kemna, with other members being Chris Low (until 16 December 2024) and Salehuddin Ahmed. As of 16 December 2024, the Committee comprised Hanny Kemna, Guy Dawson, Salehuddin Ahmed and Sheila M’Mbijjewe (from 17 December 2024).
As of 22 April 2025, the Remuneration Committee comprises Hanny Kemna (Chair), John Khabbaz and Guy Dawson. The Remuneration Committee normally meets at least three times a year and met six times in 2024.
The Audit and Risk Committee has responsibility for, amongst other things, monitoring the integrity of the financial statements of the Company, reviewing the Company’s internal financial controls and monitoring and reviewing the effectiveness of the Company’s Internal Audit function and external audit process.
The Audit and Risk Committee was chaired by Chris Low until 16 December 2024, with Hanny Kemna and Salehuddin Ahmed as members. Thereafter, Hanny Kemna became Chair on an interim basis, with Sheila M’Mbijjewe set to take over in due course. As of 16 December 2024, the Committee comprised Hanny Kemna (as interim Chair), Sheila M’Mbijjewe (from 17 December 2024), Guy Dawson and Salehuddin Ahmed.
As of 22 April 2025, the Committee comprises Sheila M’Mbijjewe (Chair), Hanny Kemna and John Khabbaz. The Audit and Risk Committee meets at least four times a year and convened five times in 2024.
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 of 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 Nomination Committee was chaired by Guy Dawson until 16 December 2024, after which Chris Low assumed the role of Chair. Other members during 2024 were Hanny Kemna and Salehuddin Ahmed.
As of 22 April 2025, the Nomination Committee comprises Chris Low (Chair), Hanny Kemna, John Khabbaz and Guy Dawson. The Nomination Committee meets at least twice a year and met seven times in 2024.
The Independent Directors’ Committee identifies and manages matters involving conflicts of interest (including potential conflicts of interest) between any Group company, on the one hand, and any controlling shareholder or related party (each as defined under the UK Listing Rules), on the other hand. It is also responsible for overseeing and scrutinising the relationship between the Group, its related parties and its controlling shareholders, including evaluating, monitoring and approving any material transactions or arrangements between such parties and generally monitoring compliance with the Relationship Agreement (see page 93).
The Independent Directors’ Committee comprises all of the Independent Non-Executive Directors, being Guy Dawson, Hanny Kemna, Chris Low, Sheila M’Mbijjewe and John Khabbaz. The Committee met three times in 2024.
The Disclosure Committee is chaired by the Chief Executive Officer (CEO), and includes members of the Executive Committee and the Head of Investor Relations. The Committee supports the Board in identifying inside information and recommending its disclosure per the Company’s procedures, ensuring compliance with the Market Abuse Regulation. Detailed reports on each Board Committee, including their roles, responsibilities and yearly activities, are provided later in this report.