Committees
The Board delegates certain responsibilities to standing Board Committees. Their primary roles and key responsibilities are as follows:
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Nominations Committee
Primary role
To monitor the balance of knowledge, experience, skills, independence and diversity of the Board and its Committees, to ensure that appropriate procedures are in place for the nomination and evaluation of Directors and to develop and facilitate the implementation of succession plans regarding the Executive Directors and senior management.
The Committee’s terms of reference are reviewed and approved annually.
Useful documents
Key responsibilities
- Monitor the structure, size and composition (including the knowledge, experience, skills, independence and diversity) of the Board and its Committees and make recommendations to the Board regarding any changes to such matters
- Develop and implement effective succession plans for the Board, its Committees and senior management, having regard to the skills and expertise needed to ensure the long-term sustainable success of the Company, including by overseeing the development of a diverse talent pipeline and monitoring the Company’s diversity policies and initiatives and their effectiveness
- Lead a rigorous and transparent process for identifying, interviewing and selecting candidates to serve as Directors on the Board and its Committees and making recommendations to the Board for their appointment
- Assist the Chairman with the annual evaluation of the effectiveness of the Board, its Committees and the Directors
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Audit Committee
Primary role
To assist the Board in fulfilling its oversight responsibilities by reviewing and monitoring the integrity of published financial information, the adequacy and robustness of the system of internal control and management of risk and the adequacy and effectiveness of the internal audit function and external audit.
The Committee’s terms of reference are reviewed and approved annually.
Useful documents
Key responsibilities
- Monitor the integrity of the Group’s published financial information and review and challenge as appropriate any significant financial judgements and estimates made by management
- Evaluate the adequacy, robustness and effectiveness of the Group’s internal financial and other controls
- Support the Board in evaluating the adequacy, robustness and effectiveness of the Group’s management of risk, in terms of identifying, managing and mitigating principal risks and identifying and mitigating where possible emerging risks
- Review the Group’s policies, processes and controls for the detection and prevention of fraud, and for compliance with applicable laws, regulations and internal policies, including relating to anti-bribery, anti-slavery and data protection
- Approve the activities, review the findings and assess the effectiveness of the Company’s internal audit function − Monitor the activities, consider the opinions and assess the independence and effectiveness of the external auditor
- Review the Company’s Annual Report and advise the Board whether, taken as a whole, it is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy
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Sustainability Committee
Primary role
To oversee and provide feedback and direction to the Board on matters relating to the Company’s sustainability, specifically by reference to environmental and social matters, and the governance thereof.
The Committee’s terms of reference are reviewed and approved annually.
Useful documents
Key responsibilities
- Review and assess the appropriateness of the Company’s sustainability and consider whether the Group’s sustainability roadmaps, programmes, initiatives and targets are appropriate and are being executed according to plan
- Monitor the implementation and operation of Group’s sustainability strategy, policies and standards and review the Company’s sustainability performance
- Monitor for the emergence of new risks or opportunities to the Company’s sustainability and oversee the development and maintenance of new sustainability policies, standards or action plans designed to mitigate or capitalise on such sustainability risks or opportunities
- Assess the Group’s reputation for sustainability matters and the way it communicates and reports on its sustainability strategy, policies, initiatives and credentials
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Remuneration Committee
Primary role
To recommend to the Board the remuneration strategy and framework for Executive Directors and senior management1 and to determine and apply within that framework a remuneration policy for Executive Directors and remuneration practices for senior management which have regard to the Group’s overall performance, wider workforce pay practices, the need to fairly reward and incentivise individual contributions for past and future performance, and align reward to the long-term sustainable success of the Company.
The Committee’s terms of reference are which are reviewed and approved annually.
Useful documents
Key responsibilities
- Determine the remuneration of Executive Directors in accordance with the Directors’ Remuneration Policy and with due regard to workforce pay and related policies and practices across the Group
- Determine the remuneration of senior management, also having regard to workforce pay and related policies and practices across the Group and succession plans
- Determine the Chairman’s fees
- Oversee pay and related policies and practices across the Group’s workforce
- Oversee administration of the Group’s share incentive plans