Governance framework

The Company’s corporate governance framework, and its core component parts, are explained below:

 

Shareholders

The owners of the Company to whom the Board is ultimately responsible. The Articles of Association are the contract between the Shareholders and the Company.


Articles of Association

Chairman

Responsible for the leadership of the Board and ensuring that it operates effectively.

Board

Collectively responsible to the company’s shareholders for the long-term sustainable success of the company, by providing effective leadership, establishing the company’s Purpose and Values and monitoring its culture, setting the company’s strategy and overseeing its delivery within a framework of internal controls, setting the company’s risk appetite and reviewing its principal and emerging risks and taking other decisions reserved to it. Board members act for the benefit of shareholders while taking into account the interests of a range of other stakeholders and other factors in accordance with their duties, including under section 172(1) of the Companies Act 2006. Information about each of the members of the Board can be found on our Leadership page.

Board Committees

Committees operate under the delegated authority of the Board and within formal terms of reference. Their key responsibilities are set out below:

Nominations Committee Reviews the structure, size, composition and effectiveness of the Board and its committees. Oversees succession planning for the Board and senior management, the development of talent and the promotion of diversity, and makes recommendations to the Board for the nomination of new directors.
Audit Committee Reviews and monitors the Group’s financial accounting and reporting processes and the integrity of published financial statements. Reviews the Group’s system of internal control, including the effectiveness of its internal audit function and the independence and effectiveness of its external auditor.
Sustainability Committee Reviews and monitors the Group’s strategy, policies and standards, and its risks and opportunities, in relation to sustainability specifically by reference to environmental and social matters, and the Group’s sustainability performance.
Remuneration Committee Reviews and recommends to the Board the framework and policy for the remuneration of the Chairman, Executive Directors and senior management. Makes decisions within that framework and implements that policy.
Disclosure Committee Maintains governance procedures and controls for the identification, treatment and disclosure of inside information in accordance with applicable laws and compliance of disclosed information with the UK Listing Rules.

Board Executive Committee

A Committee comprised of the Group Chief Executive Officer and Group Chief Financial Officer operating under the delegated authority of the Board and within formal terms of reference. It acts to review and approve various executive matters, including bids and contracts, acquisitions and disposals, financing arrangements, and capital and operating expenditure below the levels reserved to the Board.

Group Executive Committee

An advisory and reporting body to the Group Chief Executive Officer comprised of divisional management and Group heads of function. It acts to review and oversee the safety, operational and financial performance of the Group and discuss, formulate and approve proposals for onward consideration by the Board or its committees.

Corporate Governance

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