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 Chairman of each Committee reports regularly to the Board on matters discussed at Committee meetings.
As envisaged by the Code, the Board has established three Committees: an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. The Board has also established the Disclosure Committee and the Independent Directors’ Committee. If the need should arise, the Board may set up additional Committees as appropriate. Reports on the Committees’ activities in 2022 appear later in this report.
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 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 is chaired by Gavin Laws, and its other members during 2022 were Hanny Kemna and Salehuddin Ahmed. The Audit and Risk Committee meets at least four times a year, and met [XX] times in 2022. Upon retirement of Gavin Laws at the 2023 AGM, Chris Low will join the Audit and Risk Committee and become its Chairman.
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 Guy Dawson, and its other members during 2022 were Praful Patel (till his retirement at the 2022 AGM) and Salehuddin Ahmed. Upon the retirement of Praful Patel at the 2022 AGM, Hanny Kemna joined the Nomination Committee. The Nomination Committee meets at least twice a year, and met three times in 2022.
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 65).
The Independent Directors’ Committee comprises all of the Independent Non-Executive Directors, being Salehuddin Ahmed, Guy Dawson, Gavin Laws, Hanny Kemna and Chris Low. It was chaired by Guy Dawson in 2022 and met four times.
The Disclosure Committee is chaired by the CEO and also includes the CFO and the General Counsel. 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 disclosed 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.
The Sustainability Committee has been established as part of the governance structure of the Group’s sustainability strategy and management of climate-related risks and opportunities. Board oversight is ensured by including three executive Board members in the Committee. The Committee will meet regularly to discuss progress and performance on climate-related topics.