Corporate Governance

Overview

At PZ Cussons, we comply with the principles of good corporate governance which is an essential characteristic of a sustainable business. The Board is committed to maintaining the highest standards of governance, in line with our status as a listed company.

The relatively compact scale of the Group’s operations, combined with its flat management structure, facilitates excellent communication between the non-executive Board and the Executive Leadership Team. This sets the tone for a robust and open governance culture that is ingrained in the business.

The Board understands that the strength of its governance relies on having the right mix of skills and experience around the Boardroom table and ensuring there is continuity in Board membership. The Board conducts a rigorous evaluation of its performance each year and the evaluation is externally facilitated every three years. 

The Board is committed to an open dialogue with all stakeholders and considers their views on relevant matters.

 

Board communication with employees

The UK Corporate Code requires company boards to listen to – and understand – the ‘employee voice.’ Our Directors already engage with employees in several ways, including Board visits to our locations around the world and participating in the Group’s Annual Leadership Week which is attended by senior leaders from across the world. The Chair also visits business units three to four times annually and Board meetings usually include presentations from our business leaders and employees.

Dariusz Kucz was appointed at the end of the year as the Group’s designated Non-Executive Director to represent the employee voice and engagement. He will work with the Group Human Resources Director, drawing insights and actions from our employee communications channels and reporting to the Board as appropriate. 

It is anticipated that he will visit our Nigeria, Indonesia, UK and Beauty businesses annually and at least one other business unit every two years. Visits will include interaction with leaders and employees at all levels on pre-determined topics and will feature town hall and Q&A sessions.

Governance Structure

The Board
The Board has ultimate responsibility for the long-term success and sustainability of the business. It approves the Group’s long-term objectives and commercial strategy, provides oversight of the Group’s operations to ensure competent and prudent management, sound planning, an adequate system of internal control, adequate accounting and compliance with statutory and regulatory obligations.
The Board delegates certain matters to its principal committees, which are responsible for:
Audit & Risk Committee Remuneration Committee Nomination Committee Good4Business Committee
Reviewing the Group’s accounting and financial policies, its disclosure practices, internal controls, Internal audit and risk management and  for overseeing all matters associated with the appointment, terms, remuneration and performance of the external Auditor. Reviewing and recommending the framework and policy for remuneration of the Executive Directors and senior executives. Ensuring that the structure, size and composition of the Board and the senior leadership team are best suited to deliver the Company’s strategy and meet current and future needs. Reviewing and developing the Company’s corporate strategy to ensure that Corporate Social Responsibility (CSR) is an integral part of the strategy and that the Group’s social, environmental and economic activities are aligned.
The Executive Leadership team
The Executive Leadership Team (ELT) comprises the Executive Directors, Regional Managing Directors and global heads of key enabling functions. It is responsible for the delivery of the Group strategy and the day-to-day operational performance of the business.

Board Responsibilities

The Board is responsible for the long-term success and sustainability of the business. The responsibility of the members of the Board is set out below.

The Chair

  • Responsible for the effective running of the Board and ensuring that the Board plays a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives;
  • Ensures there is effective communication by the Group with its shareholders and that members of the Board develop an understanding of the views of major investors;
  • Ensures that the performance of the Board as a whole, its Committees, and individual Directors is formally evaluated at least once a year; and
  • Promotes the highest standards of integrity and corporate governance throughout the Group, particularly at Board level.

Senior Independent Director

  • Available for confidential discussions with other Non-executive Directors;
  • Conducts an annual appraisal of the Chair’s performance;
  • Available to shareholders if they have concerns which contact through the normal channels has failed to resolve or for which such contact is inappropriate; and
  • Provides a sounding board for the Chair.

Non-executive Directors

  • Contribute to the development of the Group’s strategy; and
  • Review and constructively challenge the performance of management in the execution of strategy.

Chief Executive Officer 

  • Responsible for all executive management matters affecting the Group and leads the Executive Leadership Team;
  • Responsible for proposing and developing the Group’s strategy and overall commercial objectives (in close consultation with the Chair and the Board);
  • Promotes and conducts the affairs of the Group with the highest standards of integrity and corporate governance; and
  • Champions the Company’s values and behaviours across the whole Group.

Chief Financial Officer (currently performed by the Interim CFO)

  • Provides accurate, timely and clear information to the Board in respect of the Group’s performance;
  • Responsible for the preparation and integrity of financial reporting; and
  • In conjunction with the Chief Executive, leads the communication programme with shareholders and other stakeholders.

Company Secretary

  • Facilitates the effective operation of the Board and ensures that the Directors receive accurate, timely and clear information to enable them to discharge their responsibilities; and
  • Provides advice to the Board in respect of governance matters and champions good corporate governance across the business.

Board Committees

The Board has established a number of standing committees to which various matters are delegated according to defined terms of reference. 

Nomination Committee

The Nomination Committee is responsible for regularly reviewing the structure, size and composition of the Board, identifying and recommending appropriate candidates for membership of the Board when vacancies arise and ensuring that effective succession planning procedures are in place for senior roles.

Details of the Committee members, its responsibilities and principal activities and priorities during the year are set out in this year’s Annual Report.

View Terms of Reference – Nomination Committee

Remuneration Committee

The Remuneration Committee is responsible for reviewing and recommending the framework and policy for remuneration of the Executive Directors and senior executives, which the Board as a whole is responsible for approving. It is responsible for evaluating the performance and determining specific remuneration packages for each Executive Director, the Chairman and the Company Secretary. With the exception of the Non-executive Chairman, the fees of the Non-executive Directors are determined by the Executive Directors.

Further details of the Committee members, its responsibilities and activities during the year and of Directors’ remuneration are set out in this year’s annual report.

View Terms of Reference – Remuneration Committee

Audit & Risk Committee

The Audit & Risk Committee is responsible for reviewing, on behalf of the Board, the Group’s accounting and financial policies, its disclosure practices, internal controls, internal audit and risk management. It is responsible for overseeing all matters associated with the appointment, terms, remuneration and performance of the external Auditor and for reviewing the scope and results of the audit and its cost-effectiveness.

Further details of the Committee’s members, responsibilities and activities during the year are set out in this year’s annual report.

View Terms of Reference – Audit & Risk Committee

Good4Business (G4B) Committee

The Good4Business Committee is responsible for reviewing and developing the Company’s corporate strategy to ensure that Corporate Social Responsibility (CSR) is an integral part of the strategy and that the Group’s social, environmental and economic activities are aligned. The Good4Business Committee is responsible for the development of policies on all key areas of the Company’s CSR programme – Good4Business – including Business Governance and Ethics, the Environment, Sourcing and Community and Charity. Further details of the Committee’s terms of reference and activities during the year are set out in the Good4Business section of the Strategic Report.

View Terms of Reference – Good4Business Committee

Our Approach to Risk Management

Identifying and assessing risk and implementing effective risk mitigation activities are essential elements of ensuring that we are able to deliver on our strategy.

The Group continues to use the enhanced risk management process and strengthened common risk framework which were introduced last year to ensure we capture and mitigate risks as our new strategy is deployed. The risk management process covers initial risk identification, including emerging risks, assessment of the gravity of the risk and the extent to which it can be reduced and planning for and implementing effective risk mitigation activities. We have developed a well-defined and understood timetable which ensures we routinely monitor and report the Group risk profile to the Board, which has ultimate responsibility for ensuring effective risk management across the business. The Board has considered and approved the risk management policy and the risk appetite for the Group; a review of risk appetite is currently in progress, to ensure that it fully reflects the new strategy for the Group. The Board periodically reviews the top risks identified in the risk register and has delegated the ongoing review of risk management effectiveness to the Audit & Risk Committee.

The Audit & Risk Committee assesses and reviews the effectiveness of the Group’s risk management framework by routinely receiving from the Executive Leadership Team analysis and assessment of the principal risks facing the Group, to ensure, where possible, that appropriate action is being taken to manage and mitigate those risks. This includes periodic presentations from those within the business who are responsible for first line activities.

The Group operates both top-down and bottom-up approaches to ensure that significant strategic and operational risks are identified. The Executive Leadership Team performs an assessment of all principal risks facing the Group including consideration of any internal or external risk trends which may give rise to new or emerging risks. In addition, “deep-dive” reviews of specific principal risks are performed to ensure that the controls are adequately resourced and are effective to maintain exposure within the defined risk appetite parameters. Each principal risk is owned by an Executive Leadership Team member.

The process and timetable are replicated at regional business level and the regional teams report the outcome of their risk management process to the Executive Leadership Team. In this way, the Executive Leadership Team can satisfy itself that risks are being properly managed; the process also ensures that risks which may have a potential Group-wide impact or dimension are captured and that best practice in respect of risk mitigation is shared across the business. Again, at a regional level each risk which is identified is owned by a designated senior member of local management who has responsibility for mitigating actions.

Group internal audit provides independent assurance to both the Executive Leadership Team and the Audit & Risk Committee on the effectiveness of the Group’s risk management framework and that sound internal control systems operate to mitigate these risks.

Our Group risk management processes are designed to manage rather than eliminate the risk of failure to achieve our strategic objectives and can provide only reasonable but not absolute assurance against material misstatement or loss.

Reports & presentations

Annual Report 2019

We have a portfolio of leading brands in mature and emerging markets that have potential for future growth. Read more in PZ Cussons latest annual report.