Committees of the Board
Under the leadership of the Chair, the Board is collectively responsible for setting the Company's disciplined growth and value creation strategy which promotes the generation of strong cash flows, the sustainability of the Company's long-standing dividend policy and the creation of maximum shareholder value. The Board maintains responsibility for effective engagement with the Company's shareholders and stakeholders, both internal and external. Further, the Board monitors the effective leadership, allocation of resources and implementation of controls frameworks to deliver on the Company strategy.
Board Composition and Structure
The Directors have established the following committees for the effective implementation of business strategy and policy:
- Audit and Risk Committee
- Remuneration Committee
- Nomination and Governance Committee
- Sustainability and Safety Committee
The members of these committees are principally from among the Independent Directors and all appointments to these committees shall be for a period of three years, but can be replaced at any time. The terms of reference of the committees have been drawn up in line with prevailing best practice, including the applicable provisions of the Quoted Companies Alliance and UK Governance Codes.
Audit and Risk Committee
The role of the Audit and Risk Committee includes, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
| Current Chair | David Turner, Jr |
| Current Members | Sandy Stash; Martin Thomas |
| Meeting Frequency | 3x per year (minimum) |
| Terms of Reference | Audit and Risk Committee Charter |
Remuneration Committee
The Remuneration Committee is responsible for reviewing the performance of the Chairman and the Executive Directors and for setting the scale and structure of their remuneration, paying careful regard to the interests of shareholders as a whole and the performance of the Group. The Remuneration Committee also approves the design of and determines targets for any performance-related pay schemes operated by the Company.
| Current Chair | Sylvia Kerrigan |
| Current Members | David Johnson; Sandy Stash; David Turner, Jr |
| Meeting Frequency | 2x per year (minimum) |
| Terms of Reference | Remuneration Committee Charter |
Nomination and Governance Committee
The Nomination and Governance Committee has responsibility for reviewing the structure, size and composition of the Board and recommending to the Board any changes required for succession planning and for identifying and nominating for approval of the Board candidates to fill vacancies as and when they arise. The Committee will also be responsible for reviewing the results of the Board performance evaluation process and making recommendations to the Board concerning suitable candidates for the role of senior independent director and the membership of the Board’s committees and the re-election of Directors at each Annual General Meeting. In addition, the Committee oversees the Company's governance structure and monitors trends and compliance with governance best practices.
| Current Chair | Martin Thomas |
| Current Members | David Johnson; Sylvia Kerrigan; Kathryn Klaber |
| Meeting Frequency | 2x per year (minimum) |
| Terms of Reference | Nomination and Governance Committee Charter |
Sustainability and Safety Committee
The Sustainability and Safety Committee shall oversee and provide input to management on the Company's policies and strategies related to matters of sustainability and safety. The Committee shall consider and provide perspective and input to management on social, political, safety and environmental trends in public debate, public policy, regulation and legislation and consider additional corporate actions in response to such issues. It will receive periodic reports from the Company's management regarding relationships with key external stakeholders that may have a significant impact on the Company's business activities and performance. The Committee shall oversee and provide input to the Audit Committee on the Company's management of risk associated with sustainability and safety to the Remuneration Committee for performance targets for the same.
| Current Chair | Sandy Stash |
| Current Members | David Johnson; Kathryn Klaber; Brad Gray |
| Meeting Frequency | 2x per year (minimum) |
| Terms of Reference | Sustainability and Safety Committee Charter |