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 will also ensure compliance with the Code in relation to remuneration.
The Remuneration Committee was chaired by Hanny Kemna, and its other members were Chris Low and Salehuddin Ahmed. As of 12 November 2024, the Remuneration Committte consisted of Hanny Kemna, Guy Dawson and Sheila M’MBijjewe. The Remuneration Committee normally meets at least three times a year, and met five 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, chaired by Chris Low in 2024, included Hanny Kemna and Salehuddin Ahmed as members. On 12 November 2024, Hanny Kemna became Chair ad-interim, with Sheila M’Mbijjewe set to take over in due course. As of that date, the committee comprised Hanny Kemna, Guy Dawson, and Salehuddin Ahmed. It meets at least four times a year and convened six 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 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 Nomination Committee is chaired by Chris Low, and its other members during 2024 were Hanny Kemna, Guy Dawson and Salehuddin Ahmed.
The Nomination Committee meets at least twice a year, and met five 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 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 [161]).
The Independent Directors’ Committee comprises all of the Independent Non-Executive Directors, being Salehuddin Ahmed, Guy Dawson, Hanny Kemna and Chris Low. It was chaired [x] times by Salehuddin Ahmed in 2024.
The Disclosure Committee is chaired by the CEO and also includes the CFO and the [Chief Compliance, Legal and Risk Officer] along with any other official invited from time to time. It meets as required in order to assist the decisions of the Board concerning the identification of inside information and to make recommendations about how and when that information should be in accordance with the Company’s disclosure procedures manual. Its primary duty is to ensure that inside information is properly disclosed in accordance with the requirements of the Market Abuse Regulation.
Reports for each of the Board’s Committees are set out later in this report, and provide further detail on their role and responsibilities, as well as the activities they have undertaken during the year.