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 also monitors remuneration for senior management and provides oversight to any significant changes to remuneration practices throughout the Group, including the design and structure of any variable pay schemes. The Remuneration Committee is chaired by Hanny Kemna, with other members being John Khabbaz and Sheila M’Mbijjewe. Guy Dawson was a member of the Committee until his reappointment as Chairperson of the Board at which point he stepped down, but continues to attend meetings as an attendee. Salehuddin Ahmed was a member of the Committee until his resignation on 19 June 2025. The Remuneration Committee normally meets at least three times a year, and met five times in 2025.
The Audit and Risk Committee has responsibility for, among 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 Sheila M’Mbijjewe, with Hanny Kemna, and John Khabbaz as members. It meets at least four times a year, and convened five times in 2025.
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 Chris Low until his resignation as a Director on 5 June 2025, and is now chaired by Guy Dawson. Its other members during 2025 were Hanny Kemna, John Khabbaz, and Sheila M’Mbijjewe, Salehuddin Ahmed (until his resignation on 19 June 2025) and Mark Schwartz (since his appointment as a Director on 17 December 2025).
The Nomination Committee meets at least twice a year, and met five times in 2025.
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 85 of the Annual Report 2025).
The Independent Directors’ Committee comprises all of the Independent Non-Executive Directors, being Guy Dawson (Chairperson), Hanny Kemna, John Khabbaz, and Sheila M’Mbijjewe. The Committee met three times in 2025.
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.