Our Board is committed to the highest standards of corporate governance.
Meet our Board of Directors below.
Corporate Governance
Our Board is committed to the highest standards of corporate governance.
Meet our Board of Directors below. See more
Our Board & Executive Committee
Our Board & Executive Committee
Governance framework
Governance framework
Related documents
Related documents
Regulatory statements
Regulatory statements
Governance Framework
The Board has ultimate responsibility for the overall leadership of the Group.
The governance framework ensures that the Board remains effective in both making decisions and maintaining oversight of key strategic, financial, operational and compliance matters, which are set out in the Schedule of Matters Reserved that the Board has adopted.
In line with the Terms of Reference approved by the Board, certain matters are delegated to its Committees, which carry out detailed work and report on their activities to the Board at each meeting.
Responsibility for the operation of the Group is formally delegated by the Board to the Chief Executive Officer ('CEO'), who manages the operational running of the business through the Executive Committee ('ExCo').
The Board
Board Committees
Executive Committee (‘ExCo’)
Operational and Functional Leadership
The Board
The Board’s role is to ensure the long-term sustainable success of the Group by setting strategy through which value can be created and preserved for the mutual benefit of our stakeholders.
In making its decisions, the Board considers the Group’s purpose, strategy and culture, and discusses stakeholders’ wide-ranging views and priorities.
The Board also provides rigorous challenge to management and ensures the Group maintains effective risk management and internal control systems.
There are a number of key areas that are specifically reserved for the decision of the Board. Other matters, including the day to day management of the Group, may be delegated to the ExCo. Although a wide range of the Board’s powers and authorities are delegated to the CEO, the Board retains ultimate responsibility and authority for their exercise.
The Board delegates specific areas of focus to its Committees. Committee members have the requisite skills and experience to enable the Committee to deep dive into certain topics of importance on behalf of the Board.
The Chair of each Committee formally reports to the Board at every meeting, demonstrating accountability for the recommendations made by the Committee to the Board and ensuring that the Board retains suitable oversight of the matters delegated to its Committees.
Audit Committee
Reviews the integrity of the financial statements and related announcements.
Monitors the adequacy and effectiveness of the Group’s risk management and internal control framework.
Maintains and manages the relationship with the Internal and External Auditors, including monitoring their performance and reappointment.
Reviews whistleblowing arrangements and any reports arising.
Nomination Committee
Reviews succession plans for the Board, its Committees and the ExCo, considering structure, size, composition and diversity.
Develops a formal, rigorous and transparent procedure for making recommendations on appointments to the Board.
Ensures that the Board has the appropriate knowledge, skills and experience to operate effectively and deliver the Group’s strategy.
Remuneration Committee
Reviews the strategy and policy in relation to terms and conditions of engagement of the Chair, the Executive Directors, Group Company Secretary and other members of the ExCo.
Determines the remuneration of the Chair, Executive Directors, Group Company Secretary and other members of the ExCo.
Reviews workforce remuneration-related policies and practices.
Sustainability Committee
Oversees the strategies, policies and performance of the Group in relation to matters encompassing environment, social and governance.
Reviews the environmental and social impact of the Group’s operations.
Ensures that appropriate frameworks are put in place to maintain good governance of the Group’s operation of sustainability matters and that key stakeholders remain actively engaged.
Disclosure Committee
Advises the Board to ensure the timely and accurate disclosure of price-sensitive information that is required to be disclosed to meet legal and regulatory obligations and requirements.
Executive Committee (‘ExCo’)
Responsibility for the development and implementation of the Group’s strategy and overall commercial objectives rests with the CEO, who is supported by the ExCo. The ExCo oversees the steering committees and working groups needed at an operational level to achieve delivery of the strategy. The CEO, Interim Chief Financial Officer ('CFO') and other members of the ExCo are responsible for providing updates on matters at Board meetings. Formal meetings are held on a monthly basis with weekly catch-up calls diarised to ensure all appropriate matters receive time and consideration by this group.