The Board is committed to the principles of good corporate governance contained in the UK Corporate Governance Code (July 2018), published by the Financial Reporting Council and is available on its website at www.frc.org.uk.
UK Corporate Governance Code
The Company continues to follow the good practice which the Code recommends and the Board considers that the Company has complied with most of the Principles and Provisions of the Code. However, as a result of the Board changes explained at page 66 of our Annual Report and Accounts, the Company was not compliant with all aspects of the UK Corporate Governance Code with regard to Board independence and the Board is keeping this matter under review.
The principle responsibilities of the Board are to ensure the Company’s long-term success by collectively directing the Company’s affairs within the parameters of the Company’s internal control framework whilst identifying and managing their interests of its internal and external stakeholders. More details of the Board’s responsibilities can be found in the Annual Report and Accounts.
Executive Management Board
The Executive Management Board has responsibility for operational and business performance matters with a clear focus on our customer offer.
The Audit Committee is responsible for reporting to the Board on the appropriateness of the Group’s accounting policies and reviewing the effectiveness of the Group’s systems for financial control, financial reporting and risk management. The Committee oversees the relationship with the external auditor and reviews and approves the remit of the internal audit function. It is also responsible for reviewing and approving the announcements of the Group’s financial results including the Annual Report and Financial Statements.
The Nomination Committee is responsible for considering the size, structure and composition of the Board and senior management ensuring that plans are in place for the orderly succession of these positions from a diverse pipeline of talent based on merit and objective criteria.
The Committee makes recommendations to maintain an appropriate balance of skills, experience and diversity on the Board.
The Remuneration Committee is responsible for determining the remuneration policy for the Board of Directors ensuring that no Director or Executive is involved in decision making relating to their own remuneration. The Committee is also responsible for approving the design of all share plans and assessing the extent to which performance targets for share incentive plans have been met whilst ensuring they support Group strategy and promote long term sustainable success.
The Directors’ Remuneration Policy was approved at a General Meeting of shareholders on 17 September 2019 and can be found here.
Human Resources Committee
The Human Resources Committee assists the Board in fulfilling its obligations relating to all human resource matters, to ensure standardisation of structure, polices and processes and ensure those workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success.
The committee also develops and keeps under review the method(s) by which the Board engages with the workforce ensuring that the engagement method(s) remains effective at all times.
The Strategic Committee assists the Board in monitoring the delivery of the Group’s strategy and structure by evaluating all future key strategic decisions, including significant capital investments and any potential merger, disposal and acquisition activity.
Further details on all our committee and their role during the last year are provided in the Corporate Governance section of the Annual Report and Accounts.