Corporate Governance
The role of the Board
The Board is responsible for the long-term success of the Group through nominating independent Directors, selecting the Chairman and CEO, monitoring Group strategy and management execution, setting senior management compensation and providing oversight to the Group's financial reporting, internal control systems, business conduct and code of ethics through our Group Principal Policies.
Board Committees
Audit and Risk Committee
Our Audit and Risk Committee are responsible for the oversight of the financial reporting and disclosure process.
The principal responsibilities of the Audit and Risk Committee include overseeing our accounting and financial reporting processes and the audits of our financial statements; overseeing our internal accounting controls and audit procedures; reviewing and approving any related party transactions; and reports regularly to the Board. The Audit and Risk Committee is chaired by Alec Hayley. The other member is Alison McFadyen.
Remuneration Committee
The principal responsibilities of the Remuneration Committee include reviewing the Group’s policy relating to remuneration of the Chairman, executive Directors and the Company Secretary; determining the terms of employment of the Chairman, executive Directors and Company Secretary with a view to ensuring that those individuals are fairly and responsibly rewarded; and approving compensation packages or arrangements following the severance of any executive Director’s service contract. The Remuneration Committee is chaired by Alison McFayden. The other member is Alec Hayley.
Nominations and Governance Committee
The principal responsibilities of the Nominations and Governance Committee include reviewing the balance and composition (including gender and diversity) of the Board; overseeing the Board’s succession planning requirements, including the identification and assessment of potential Board candidates; reviewing the leadership needs of, and succession planning for, the Group in relation to both its executive and non-executive Directors and other senior executives. The Nominations and Governance Committee is chaired by Simon Turner, the Group non-executive Chairman. The other member is Alec Hayley.
Sustainability and Safeguarding Committee
The Sustainability and Safeguarding Committee is responsible for promoting human rights across the Group and further enhancing the Group’s environmental and sustainability practices. In 2024 the Board agreed to review the Committee’s terms of reference and changed its role from an advisory committee to a Board Committee. The Committee is chaired by Alison McFayden and the other member is Simon Turner. The Committee advises the Board on strategy in these areas and monitors and reports on progress against the agreed strategy.
Group Guiding Principles
The Group Guiding Principles (GPPs) establish standards expected across the Group in areas including employee wellbeing, environment, financial crime, health and safety, human rights, quality and traceability, whistleblowing, tax and modern slavery.
The GGPs are principles-based rather than prescriptive, recognising the operational autonomy of operating companies and the diversity of jurisdictions in which they operate. They reinforce the alignment between purpose, culture, risk management and operational practice and establish a coherent governance baseline across the Group, while allowing local boards to implement policies and procedures appropriate to their legal and socio-political context.
Responsibility for achieving required legal compliance lies with the boards and management teams of the respective operating companies. Operating companies are best positioned to identify relevant needs and implement processes that allow them to operate legally, responsibly, and ethically over the long term.
