Governance

The Board maintains a formal schedule of matters reserved for its decision which it reviews on an annual basis to check for relevance and to align with new regulatory and best practice developments.

Further details are set out in the Annual Report and Financial Statements.

 

​The Board has formally constituted Audit and Risk, Nomination, Remuneration and Responsible Business Committees. The terms of reference for these committees fully incorporate the Code’s provisions in relation to their roles and responsibilities and are available for inspection at the Company's registered office.

Audit and Risk Committee

Those serving as members of the Audit and Risk Committee are Joanne Lake (Committee Chair), Gerald Jennings and Serena Lang.

The Committee meets a minimum of twice a year, with the Company’s auditors in attendance for part of each meeting. The Committee’s responsibilities include, amongst other matters, the following:

• to monitor the integrity of the Financial Statements of the Company and any formal announcements relating to the Company’s financial performance;

• to review and make recommendations to the Board in relation to the half-yearly and annual financial reports;

• to review and consider the scope and effectiveness of the Company’s financial controls, Company internal control and risk management systems;

• to consider the appointment/re-appointment of external auditors;

• to oversee the selection process with regard to external auditors and make appropriate recommendations through the Board to the shareholders to consider at the AGM;

• to review the annual report of the auditors, the level of fees charged by the auditors for non-audit services, the independence and objectivity of the auditors and the proposed nature and scope of their work before the audit commences. The level of these fees and the services provided are reviewed by the Committee to ensure that they do not threaten auditor objectivity and independence. The Committee reviews the independence and objectivity of the external auditors. Regulation, professional requirements and ethical standards are taken into account, together with consideration of all relationships between the Company and the external auditors and their staff. Relations with the external auditors are managed through a series of meetings and regular discussions and we ensure a high quality audit by challenging the key areas of the external auditor’s work;

• to review and consider the scope and effectiness of the Company's financial controls, Company internal control and risk management systems; 

• to review the Company’s procedures for handling reports from ‘whistleblowers’; and

• to review annually the Company’s Anti-Bribery and Corruption policy.

Audit and Risk Committee - Terms of Reference 

Remuneration Committee

Those serving as members of the Remuneration Committee are Gerald Jennings (Committee Chair), Joanne Lake, Peter Mawson and Serena Lang. Tim Roberts, Chief Executive Officer, attends in an advisory and supportive role upon request from the Chairman of the Committee.

Details of the work of the Remuneration Committee are set out in the Annual Report and Financial Statements.

Remuneration Committee - Terms of Reference 

Responsible Business Committee

The Responsible Business Committee was formed in March 2021 and meets at least three times a year. Those serving as members are Serena Lang (Committee Chair), Joanne Lake, James Sykes, Peter Mawson, Tim Roberts and Darren Littlewood. The principal responsibility of the Committee is to provide oversight and leadership on the Company’s strategic approach to, and performance on, responsible business practices. The Committee provides an independent review and oversight of the development and delivery of the responsible business strategy which will guide the Company’s approach to delivery of long term ESG activity and objectives. Its duties include:

• reviewing the responsible business strategy's ESG objectives;
• reviewing all sustainability and ESG reporting, including the recommendations of the Task Force of Climate Related Disclosure;
• ensuring that the Board maintains up to date awareness of the Company’s impact on the communities and environments and its charitable support;
• monitoring culture and alignment with the Company’s Purpose, Vision and Values; and
• monitoring the development of employee diversity across the Company and its leadership.

Responsible Business Committee - Terms of Reference 

Nomination Committee

This Committee meets twice a year comprising of Peter Mawson (Committee Chair), Gerald Jennings, Serena Lang and Joanne Lake. 

Nomination Committee matters are also discussed at each Board Meeting.

The principal responsibility of the Committee is to consider succession planning and appropriate appointments to the Board and to senior management, so as to maintain an appropriate balance of skills, knowledge and experience within the Company, and its duties include:

• overseeing the identification, selection and appointment of Directors;

• reviewing the structure, size, composition and leadership needs of the Board;

• other commitments of Directors relative to the time required for them to fulfil their duties; and

• periodic evaluation of the effectiveness of the Board.

The Committee has access to external professional advisers where required to fulfil its responsibilities.

Nomination Committee - Terms of Reference

All Directors must act in what they consider to be the best interests of the Company, consistent with their statutory duties under the Companies Act 2006, sections 170 to 177. In addition to these statutory duties, below are the main responsibilities of the Chair, Chief Executive and Senior Independent Director.

Chair

• Leads the Board, chairs the Board meetings and ensures its overall effectiveness in directing the Company.
• Promotes a culture of openness and debate.
• Sets a board agenda primarily focused on strategy, performance, value creation, culture, stakeholders and accountability, and ensures that issues relevant to these areas are reserved for Board decision.
• Ensures that the Board determines the nature, and extent, of the significant risks the Company is willing to embrace in the implementation of its strategy.
• Ensures the Directors receive accurate, timely and clear information.
• Encourages all Board members to engage in Board and committee meetings by drawing on their skills, experience and knowledge.
• Fosters relationships based on trust, mutual respect and open communication – both in and outside the boardroom between Non-executive Directors and the executive team.
• Develops a productive working relationship with the Chief Executive, providing support and advice, while respecting executive responsibility.
• Ensures that all Directors receive a full, formal and tailored induction on joining the Board and provides guidance and mentoring to new Directors as appropriate.
• Ensures that all Directors are aware of and able to discharge their statutory duties.
• Leads the annual Board evaluation, with support from the Senior Independent Director as appropriate, and acts on the results, ensuring that all Directors continually update their skills, knowledge and familiarity with the Company.
• Considers having regular externally facilitated Board evaluations.
• Ensures that the Board listens to the views of shareholders, the workforce, customers and other key stakeholders.

Chief Executive Officer

• Chairs the Executive Committee and leads the senior management team in the day to day running of the Group’s business and communicates its recommendations to the Board;
• Responsible for the formulation of the Company’s strategy, risk management and internal control framework, business plans and budgets and for their execution as agreed by the Board.
• Supports the Chair to make certain that appropriate standards of governance permeate through all parts of the organisation.
• Ensures that the Board is made aware of views gathered by senior management, the workforce and other stakeholders on business issues.
• Primary responsibility for setting an example to the workforce by communicating to them the expectations in respect of the Company’s culture, and for ensuring that operational practices drive appropriate behaviour.
• Ensures that management provides the Board with accurate, timely and clear information that will enable it to discharge its duties.
• Provides the Board with the necessary resources for developing and updating their capabilities and knowledge of the Company including access to Company operations and members of the workforce.

 Senior Independent Director

• Acts as a sounding board for the Chair.
• Serves as an intermediary for the other Directors.
• Available to shareholders if they have concerns that contact through the other normal channels of Chair, Chief Executive or other Executive Directors has failed to resolve or for which such contact is inappropriate.
• Available to attend sufficient meetings with a range of major shareholders and financial analysts to listen to their views in order to help develop a balanced understanding of the issues and concerns of such shareholders.
• Meets with other Non-executive Directors at least annually to discuss the performance of the Chair and on other occasions as deemed appropriate.
• Responsible for the orderly succession for the Chair, alongside the Nomination Committee.
• Key role in resolving significant issues during periods of stress for the Board or Company including, but not limited to, a dispute between the Chair and Chief Executive, decisions being made without the approval of the full Board or when succession planning is being ignored.