Corporate governance

• Leads the Board and ensures its overall effectiveness in discharging its duties.

• Shapes the culture in the boardroom and promotes openness, challenge and debate.

• Sets the agenda for Board meetings, focusing on strategy, performance, value creation, risk management, culture, stakeholders and accountability.

• Chairs meetings, ensuring there is timely information flow before meetings and adequate time for discussion and debate.

• Fosters relationships based on trust, mutual respect and open communication inside and outside the boardroom.

• Leads relations with major shareholders in order to understand their views on governance and performance against strategy.

• Ensure that no individual or small group of individuals can dominate the Board’s decision making.

• Provide constructive challenge, give strategic guidance, offer specialist advice and hold executive management to account.

Independent Non-Executive Directors meeting the independence criteria set out in the Code comprise more than half of Board membership.

• Leads the Board and ensures its overall effectiveness in discharging its duties.

• Provides the Chair with support in the delivery of objectives, where necessary works closely with the Nomination Committee, leads the process for the evaluation of the Chair and ensures orderly succession of the Chair’s role.

• Acts as an alternative contact for shareholders, providing a means of raising concerns other than with the Chair or senior management.

• Lead the implementation of the Group’s strategy set by the Board.

• Group CEO is responsible for delivering the strategy and for the overall management of the Group.

• Group CEO leads the Executive Team and ensures its effectiveness in managing the overall operations and resources of the Group.

• Executive Directors provide information and presentations to the Board and participate in Board discussions regarding Group management, financial and operational matters.

Matters delegated to the CEO and CFO include managing the Group’s business in line with the Group’s strategy, annual budget and implementation of the risk governance framework.

• Supports the Chair and ensures the Directors have access to accurate and timely information they need to perform their roles.

• Is the trusted interlocutor within the Board and its Committees, and between executive management and the Non-Executive Directors.

• Advises the Board on legal and corporate governance matters and supports the Board in applying the Code and complying with UK listing obligations, and other statutory and regulatory requirements.

The role of the Committee

The Audit Committee is responsible for ensuring that the Group maintains a strong control environment. It provides effective governance over the Group’s financial reporting, including oversight and review of the systems of internal control and risk management, the performance of internal and external audit functions, as well as the behaviour expected of the Group’s employees through the whistleblowing policy and similar codes of conduct. The Committee continues to focus on monitoring and overseeing management on these improvements to governance, compliance and financial safeguards.

Members

• Janice Stipp (Chair)

• Katie Bickerstaffe

• Dean Finch

• Ian El-Mokadem

The role of the Committee

The Nomination Committee reviews the composition of the Board and principal Committees, considering skills, knowledge, experience and diversity requirements before making appropriate recommendations to the Board regarding any changes. It also manages succession planning for Directors and the Group Company Secretary and oversees succession planning for senior leadership across the Group.

Members

• David Lowden (Chair)

• Katie Bickerstaffe

• Geraldine Huse

• Dean Finch

• Janice Stipp

• Jennifer Ward

• Ian El-Mokadem

The role of the Committee

The Committee, on behalf of the Board, agrees all aspects of the remuneration of the Executive Directors. It agrees the strategy, direction and policy framework for the remuneration of the senior executives who have significant influence over the Group’s ability to meet its strategic objectives. The Committee also oversees all workforce remuneration policies.

Members

• Jennifer Ward (Chair)

• Katie Bickerstaffe

• Geraldine Huse

• David Lowden

Provides oversight of treasury activities in implementing the treasury policies approved by the Board.

Conducts general business administration on behalf of the Company within clearly defined limits delegated by the Board and subject to the matters reserved to the Board.

Oversees the disclosure of market sensitive information.