Governance framework
The Group’s governance structure is set out in the diagram below and has not changed during the year:
Board
- Overall strategic 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 purpose, strategy, values and culture.
- Approves major contracts.
- Approves business plan and budget.
- Sets and oversees environment and climate strategy and targets.
Certain matters are reserved to the Board and formally documented in a Schedule of Matters Reserved to the Board. The Board has delegated a number of its responsibilities to the Audit & Risk Committee, Nomination Committee and Remuneration Committee. The Schedule of Matters Reserved to the Board and each Committee’s terms of reference are available on our corporate governance page.
Audit & Risk Committee
- Reviews annual and interim financial statements.
- Reviews accounting policies and financial reporting and regulatory compliance.
- Reviews internal control system.
- Monitors processes for internal audit, risk management and external audit.
- Monitors independence of external auditor.
- Oversees relationship with external auditor.
Nomination Committee
- Reviews size and composition of the Board.
- Identifies and nominates appointments to the Board.
- Reviews Non-Executive Directors’ time commitments.
- Oversees succession planning.
- Promotes diversity.
- Undertakes annual performance evaluation of the Board, its Committees and individual Directors.
Remuneration Committee
- Sets Remuneration Policy.
- Determines Executive Director and Operating Board remuneration.
- Approves annual bonus plan and Long-Term Incentive Plan targets and outturns.
- Reviews workforce remuneration policies and practices.
- Ensures that provisions regarding disclosure of remuneration are fulfilled.
Operating Board
- Led by the CEO, responsible for implementing the strategy agreed by the Board and the day-to-day trading activities of the Group.
- Monitors performance against financial and operational targets and manages risk.
Information about the Operating Board can be found on our leadership page.
Related pages
