Governance Framework
The Board recognises that a good governance structure is not static but allows the Group to grow and develop.
The Board has overall authority for the management and conduct of the Group’s business, strategy and development and is responsible for ensuring that this aligns with the Group’s culture. The Board ensures the maintenance of a system of internal controls and risk management (including financial, operational and compliance controls) and reviews the overall effectiveness of the systems in place. The Board delegates the day-to-day management of the business to the Executive Directors and the Executive Committee.
Board of Directors
The Board is committed to maintaining the highest standards of governance, understanding the role it plays in delivering long-term success of the business and sustainable growth.
The Board has ultimate responsibility for the long-term success and sustainability of the business. It approves the Group’s commercial strategy, provides oversight of the Group’s operations to ensure competent and prudent management, sound planning, an adequate system of internal controls, adequate accounting and financial reporting and compliance with statutory and regulatory obligations.
The schedule of matters reserved for the Board’s decision is aligned with a delegated authority framework. Matters for the Board’s decision include approval of the Group’s strategy and objectives, setting the purpose and values of the Group, annual budget, material agreements and major capital expenditure. The schedule is reviewed regularly to ensure it is up to date with any regulatory changes and is fit for purpose.
The Board has approved a division of responsibilities between the Chair, Senior Independent Director and Chief Executive Officer.
Board Committees
The Board has established a number of standing committees to which various matters are delegated according to defined terms of reference.
The Nomination Committee is responsible for ensuring that the structure, size and composition of the Board are best suited to deliver the Company’s strategy and meet current and future needs.
Further details of the Committee’s responsibilities and activities during the year are set out in this year’s Annual Report. Committee membership is set out on the Our Leadership page.
The Remuneration Committee is responsible for reviewing and recommending the framework and policy for remuneration of the Executive Directors and senior management comprising the Executive Committee. It is responsible for evaluating the performance and determining specific remuneration packages for the Executive Directors, the Chair, the Company Secretary and the Executive Committee. The fees of the Non-Executive Directors are determined by the Executive Directors together with the Chair.
Further details of the Committee’s responsibilities and activities during the year are set out in this year’s Annual Report. Committee membership is set out on the Our Leadership page.
The Audit and Risk Committee is responsible for reviewing the Group’s accounting and financial policies, its disclosure practices, internal controls, internal audit and risk management, and overseeing all matters associated with appointment, terms, remuneration and performance of the external auditor.
Further details of the Committee’s responsibilities and activities during the year are set out in this year’s Annual Report. Committee membership is set out on the Our Leadership page.
The Environmental and Social Impact (ES) Committee is responsible for reviewing the Group’s ES strategy and performance targets, monitoring performance by the Group against its ES strategy and how the Group engages with key stakeholders.
Further details of the Committee’s responsibilities and activities during the year will be set out in this year’s annual report. Committee membership is set out on the Our Leadership page.
Articles of Association
The Articles of Association govern the internal management of the Company, setting out how decisions are made. The Articles cover matters such as the rights of shareholders, the appointment and removal of directors, the conduct of the Board and general meetings, and communications by the Company. The current Articles were adopted by the Company at the Annual General Meeting held on 23 November 2021.
Payments to former directors
Statements made by the Company in accordance with section 430 (2B) of the Companies Act 2006 are set out below.
OUR POLICIES
Read our key governance policies and reports
