Board Committees
The Board has established four Committees to assist in the execution of its responsibilities. An overview of these Committees is provided in the Governance Framework diagram on page 66 and further details are also included in each Committee report.
Each Board Committee has specific terms of reference under which authority is delegated to it by the Board. These terms of reference are reviewed regularly and are available on the Group’s website. The Chair of each Committee reports to the Board 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 the individual Committee reports.
Audit Committee
Maintaining focus on effective governance and financial reporting during a year of unprecedented uncertainty.Myles Lee
Chair of the Audit Committee
Members
Myles Lee (Chair)
Erik Van Snippenberg
Linda Wilding
Lisa Ricciardi
Role and responsibilities
The Committee supports the Board in fulfilling its responsibilities in relation to financial reporting and reviewing the effectiveness of the Group’s internal financial control and financial risk management systems. 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, monitors their performance and independence. The Group has an independent and confidential reporting procedure and the Committee monitors the operation of this facility.
The Board again requested that the Committee advise it on both the long-term viability of the Group and also its compliance with the Directors’ Compliance Policy and Directors’ Compliance Statement pursuant to section 225 of the Companies Act, 2014. Details of this review of long-term viability and the Group’s Viability Statement are set out on page 46, and details of the Directors’ Compliance Policy and Directors’ Compliance Statement are included on page 105.
For more information, please read Terms of Reference
Remuneration Committee
Following adoption of the Group’s new Remuneration Policy at the 2020 AGM, the Committee has focused on implementation.Linda Wilding
Chair of the Remuneration Committee
Members
Linda Wilding (Chair)
Shane Cooke
Lisa Ricciardi
Peter Chambre
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 & Sustainability Committee
Expanding the remit of the Committee to reinforce the importance of sustainability to the Group.Shane Cooke
Chair of the Nominations, Governance & Sustainability Committee
Members
Shane Cooke (Chair)
Linda Wilding
Myles Lee
Key responsibilities
The key responsibilities of the Nominations, Governance and Sustainability Committee are:
- 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;
- to review corporate governance developments and ensure the Group remains compliant with all aspects of governance applicable to it; and
- to consider and recommend to the Board the Group’s sustainability strategy and oversee the implementation of this strategy having regard to its key stakeholders.
For more information, please read Terms of Reference
Risk, Investment & Financing Committee
The Committee focused on updating the Group’s risk management processes in response to the requirements of the 2018 U.K. Corporate Governance Code.Shane Cooke
Chair of the Risk, Investment & Financing Committee
Members
Shane Cooke (Chair)
Lisa Ricciardi
Erik van Snippenberg
Key responsibilities
- To review the Group’s risk management and internal controls systems;
- To oversee the identification and assessment of the Group’s principal risks and uncertainties and emerging risks, as well as their associated mitigation strategies, and recommend them to the Board for approval;
- To review the Group’s overall risk appetite and tolerance levels for each of the categories of principal risks;
- To consider, review and authorise the commencement of due diligence on potential M&A transactions;
- To 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 and to conduct one-year and three-year post acquisition reviews; and
- To evaluate, and recommend to the Board for approval, any proposed capital expenditure requests not exceeding $10 million or foreign exchange equivalent.
For more information, please read Terms of Reference