The Board is firmly committed to the highest standards of corporate governance, recognising the role it has to play in delivering long-term, sustainable success for the Group and its stakeholders.
We comply in full with the Financial Reporting Council’s UK Corporate Governance Code. The Code sets out principles and specific provisions on how to achieve standards of good corporate governance and effective Board practice.
Board responsibilities, composition and structure
The Board is the principal decision-making forum for the Group, responsible for providing entrepreneurial leadership and delegating authority to the senior management team. The Board has determined the Group’s purpose, values and strategy and believe that they are aligned with our vision and culture. The Board also has ultimate responsibility for the Group’s risk management processes and internal control environment.
Careful consideration has been given to the independence, composition and balance of the Board. The Board is satisfied that it has the appropriate range of skills, experience, independence and knowledge of the Group to enable it to discharge its duties and responsibilities effectively. Find out more about our Board Members.
The Board has adopted a formal schedule of matters reserved for its approval which is available to download here.
The Board has approved a statement that sets out the clear division of responsibilities between our Chair, Kate Swann, and our Chief Executive Officer, Nickyl Raithatha.
As part of its governance structure, the Board has established the following Committees, to which it delegates some of its activities.
The Audit Committee assists the Board with financial reporting, external audits and internal controls. Its duties include reviewing and monitoring the integrity of annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing relationships with external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the internal control review function. The Committee also monitors the appropriateness of the Group’s system of risk management and internal control. The Committee meets at least three times a year, and the current members are David Keens (Chair), Niall Wass, Susan Hooper and ShanMae Teo.
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board and any committees of the Board. It is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and its committees, and for monitoring the independent status of the Independent Non-Executive Directors. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The Committee meets at least twice a year, and the current members are Kate Swann (Chair), David Keens, Niall Wass, Susan Hooper and ShanMae Teo.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration and workforce engagement. Duties include making recommendations to the Board on executive remuneration policy, setting the overarching principles, parameters and governance framework of the remuneration policy and determining the individual remuneration and benefits package of each Director, senior management figure and, if necessary, the Company Secretary. The Committee meets at least twice a year, and the current members are Susan Hooper (Chair), David Keens, ShanMae Teo and Niall Wass.
The 2023 Remuneration Policy set out as part of the Directors’ Remuneration Report in the 2023 Annual Report was approved by shareholders at the Annual General Meeting held on 19 September 2023. The Remuneration Committee intends that this Policy will operate for three years. The first awards made under this Policy were granted on 19 September 2023.
The previous policy was approved by shareholders at the Annual General Meeting held on 28 September 2021 and applied to awards made between that date and July 2023.
