Corporate Governance

Governance Framework

Board of Directors

  • responsible for the overall leadership and corporate governance of the Group
  • sets the Group's values and standards
  • approves major changes to the Group's corporate or capital structure
  • monitors and reviews performance, internal control systems, risk management and compliance with statutory and regulatory obligations
  • delegates specific responsibilities to its principal committees, namely, the Executive Committee, the Audit and Risk Committee, the Remuneration Committee and the Nomination Committee. Each of these committees operates within defined terms of reference. 
Responsibilities of the Board, the Chair, the CEO and the SID
  • assists the Chief Executive in the performance of his duties and is responsible for the day to day management of the operations of the Group
  • recommends and oversees the successful execution of the objectives and strategy for the Group
  • presents and oversees the achievement of the Group’s budgets and plans
  • sets and monitors performance against targets, objectives and key performance indicators
  • optimises the adequacy and allocation of the Group’s resources

Membership

Mark Raban (Chair) – Chief Executive Officer
Oliver Laird – Chief Financial Officer
Duncan McPhee – Chief Operations Officer
Andy Garrett – Chief Information Officer
Chris Whitaker – Chief People Officer
Marcus Kenny – Chief Risk Officer
Phil Kenny – General Counsel and Company Secretary

  • reviews and monitors the financial integrity of the financial statements of the company
  • determines and reviews the company’s overall risk tolerance in the context of achieving the company’s strategic objectives
  • monitors and reviews the internal control systems including risk management systems and periodically carries out an assessment of the scope, adequacy and effectiveness of those systems
  • reviews current risk exposures and any mitigation activities
  • reviews internal audit work plans and reviews and monitors management’s responsiveness to the findings and recommendations of the internal auditor
  • monitors and reviews the effectiveness of the internal audit function
  • oversee external audit including agreeing the Statutory Audit Fee and the scope of the Statutory Audit, any Competitive Tender Process and any policy for the pre-approval of permitted Non-Audit Services

Membership

Robin Churchouse (Chair) – Non-Executive Director
Sue Farr – Interim Senior Independent Non-Executive Director

Terms of Reference
  • sets the directors’ remuneration policy
  • reviews, recommends and monitors the level and structure of remuneration
  • determines the balance between base pay and performance related elements of directors’ remuneration
  • approves the design of, and determines targets for, any performance related pay schemes and approves the total annual payments under such schemes

Membership

Sue Farr (Chair) – Interim Senior Independent Non-Executive Director

Robin Churchouse  – Non-Executive Director

Paul Van der Burgh  – Interim Non Executive Chair

Terms of Reference
  • reviews the structure, size and composition (including the skills, knowledge, experience, diversity and independence) of the Board and makes recommendations to the Board with regard to any changes
  • makes recommendations to the Board with regard to succession plans for directors
  • identifies and nominates for Board approval, candidates to fill vacancies on the Board
  • reviews the results of the Board performance evaluation process
  • makes recommendations to the Board concerning membership of the committees of the Board

Membership

Paul Van der Burgh (Chair) – Interim Non Executive Chair

Sue Farr  – Interim Senior Independent Non-Executive Director

Robin Churchouse  – Non-Executive Director

 

Terms of Reference

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