The Board has established four Committees to assist in the execution of its responsibilities. These Committees are the Audit Committee (chaired by Myles Lee), the Remuneration Committee (chaired by Linda Wilding), the Nominations & Governance Committee (chaired by Peter Gray) and the Risk, Investment & Financing Committee (chaired by Chris Brinsmead). In addition, a Quality Compliance sub-Committee has been established, comprising mainly of executive directors, the Chairman and members of the Senior Executive Team, reflecting the importance placed on quality and compliance by the Group.
Each Board Committee has specific terms of reference under which authority is delegated to it by the Board. These terms of reference are reviewed annually and are available on the Group’s website. The Chair of each Committee reports to the Board regularly on its activities, attends the AGM and is available to answer questions from shareholders.
The current membership of each Committee, details of attendance and each member’s tenure are set out in each individual Committee report.
Audit Committee
The Committee’s composition was refreshed during the year with the appointment of Erik van Snippenberg following the departure of Gerard van Odijk.Myles Lee
Chair of the Audit Committee
Members
Myles Lee (Chair)
Erik Van Snippenberg
Linda Wilding
Role and responsibilities
The Committee supports the Board in fulfilling its responsibilities in relation to financial reporting and reviews the effectiveness of the Group’s internal financial control and financial risk management systems, pursuant to the Committee’s terms of reference which are reviewed annually and are available on the Group’s website. The Committee also monitors and reviews the effectiveness of the Group’s Internal Audit function and, on behalf of the Board, manages the appointment and remuneration of the external auditor and in addition monitors their performance and independence. The Group has an independent and confidential reporting procedure and the Committee monitors the operation of this facility.
Once again, the Board requested that the Committee advise it on both the long-term viability of the Group and also its compliance with relevant laws and the associated adoption of a compliance policy and statement by the directors pursuant to section 225 of the Companies Act, 2014. Details of this review of long-term viability and the Group’s Viability Statement are contained in the Risk Report on pages 77 and 78, and details of the Directors’ Compliance Policy and Directors’ Compliance Statement are set out on page 94.
For more information, please read Terms of Reference
Remuneration Committee
Following completion of its external independent Committee evaluation in 2017, the Committee has focused on succession and strategic alignment of executive goals.Linda Wilding
Chair of the Remuneration Committee
Members
Linda Wilding (Chair)
Chris Brinsmead
Peter Gray
Lisa Ricciardi
Peter Chambre
Responsibilities
The Committee’s responsibilities include:
- setting, reviewing and recommending to the Board the remuneration policy for executive directors and certain other senior executives;
- setting, reviewing and approving the remuneration arrangements of executive directors and senior executives; and
- reviewing and approving the rules of any incentive plans subject to final approval by the Board and shareholders.
For more information, please read Terms of Reference
Nominations & Governance Committee
A busy year, with Board changes, Board succession planning and planning for new corporate governance rules at the forefront of the Committee’s activities.Peter Gray
Chair of the Nominations & Governance Committee
Members
Peter Gray (Chair)
Chris Brinsmead
Myles Lee
Linda Wilding
Key responsibilities
- to evaluate the balance of skills, knowledge, experience and diversity of the Board and Committees and make recommendations to the Board with regard to any changes;
- to consider succession planning for directors and other senior executives taking into account what skills and expertise are needed for the future;
- to identify, and nominate for the approval of the Board, candidates for appointment as directors;
- to consider the re-appointment of any non-executive director at the conclusion of their specified term of office and recommend their re-appointment to the Board; and
- to review Corporate Governance developments and ensure the Group remains compliant with all aspects of governance applicable to it.
For more information, please read Terms of Reference
Risk, Investment & Financing Committee
In August the Committee undertook an independent evaluation of its own performance, the results of which are outlined in this report.Chris Brinsmead
Chair of the Risk, Investment & Financing Committee
Members
Chris Brinsmead (Chair)
Lisa Ricciardi
Nancy Miller-Rich
Shane Cooke
Key responsibilities
- To oversee the Group’s risk management systems, including its risk register and internal controls;
- to oversee the identification and assessment of the Group’s Principal Risks and Uncertainties as well as their associated mitigation strategies, and recommend them to the Board for approval;
- to consider, review and authorise the commencement of due diligence on potential transactions;
- to consider, review and approve potential transactions to be made by the Group which have a consideration value of up to €50 million or foreign exchange equivalent;
- to evaluate, and recommend to the Board for approval, any proposed capital expenditure requests not exceeding $10 million or foreign exchange equivalent and any debt and equity financing proposals; and
- conduct one-year and three-year post-acquisition reviews.
For more information, please read Terms of Reference