Governance structure

  • Overall leadership of the Group.
  • Oversees and embeds sound principles of corporate governance.
  • Ensures appropriate policies, procedures and controls are in place to support effective risk management and performance against agreed financial and operational metrics.
  • Sets strategy, purpose, values and culture.
  • Approves major contractual commitments.
  • Approves business plan and budget.
  • Sets and oversees environment and climate strategy and related targets.

The Board has delegated a number of its responsibilities to the Audit Committee, Nomination Committee and Remuneration Committee.

  • Reviews annual and interim financial statements.
  • Reviews accounting policies, financial reporting and regulatory compliance.
  • Reviews internal control and risk management systems.
  • Monitors processes for internal audit, risk management and external audit.
  • Monitors independence of external auditor.
  • Oversees relationship with external auditor.

Terms of Reference for Audit Committee

  • Identifies and nominates appointments to the Board.
  • Reviews Non-Executive Directors’ time commitments.
  • Oversees succession planning.
  • Reviews size and composition of the Board.
  • Promotes diversity.
  • Undertakes annual performance evaluation of the Board, its Committees and individual Directors.

Terms of Reference for Nomination Committee

  • Sets Remuneration Policy.
  • Determines Executive Director and senior management remuneration.
  • Approves annual bonus plan and Long-Term Incentive Plan targets.
  • Reviews workforce remuneration policies and practices.
  • Ensures that provisions regarding disclosure of remuneration are fulfilled.

Terms of Reference for Remuneration Committee

  • Reports to the CEO, responsible for the day-to-day trading activities of the Group and implementing the strategy agreed by the Board.
  • Monitors performance against financial and operational targets and manages risk.

Information about the Operations Board can be found on our leadership page.