The Board has established a formal schedule of matters reserved, and has delegated other specific responsibilities to its Committees: the Audit and Risk Committee, Remuneration Committee, Nomination Committee and Sustainability Committee. Each Committee’s roles and responsibilities are set out in formal terms of reference, which are determined by the Board.
The Audit and Risk Committee is chaired by Elaine O’Donnell and its other members are Wais Shaifta, Simon Jones and Tamsin Todd.
Number of meetings held in 2025: 4
Role and Responsibilities of the Committee:
- Reviewing the Group’s annual and half year financial statements and accounting policies.
- Monitoring the integrity of the Group’s financial statements and related announcements, including reviewing and challenging any significant financial reporting judgements contained therein.
- As requested by the Board, assessing whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.
- Reviewing the Group’s risk management framework, including principles, policies, methodologies, systems, processes, procedures and people.
- Advising on the Group’s risk appetite.
- Monitoring compliance with internal control systems, reviewing the overall effectiveness of the Group’s system of internal control and risk management and making recommendations to the Board for improvements or developments.
- Reviewing the programme and work of the internal audit function and monitoring progress on follow up actions.
- Agreeing the external auditor’s engagement terms, scope and fees, monitoring and reviewing the effectiveness and independence of the external auditor, and ensuring appropriate policies are in place to protect independence.
- Reviewing the effectiveness of the Group’s whistleblowing, anti-bribery and fraud prevention processes.
The Remuneration Committee recommends the Group’s policy on executive remuneration to the Board for approval, determines the levels of remuneration for Executive Directors and the Chair and other senior executives and prepares an annual remuneration report for approval by shareholders at the Annual General Meeting.
The Remuneration Committee is chaired by Wais Shaifta and its other members are Elaine O’Donnell, Simon Jones and Tamsin Todd.
Number of meetings held in 2025: 3
Role and Responsibilities of the Committee:
- Preparing and recommending for Board and shareholder approval, the Directors’ Remuneration Policy and the Directors’ Remuneration Report.
- Determining the levels of remuneration for Executive Directors, Chair of the Board and Executive Committee.
- Reviewing workforce remuneration and related policies, and the alignment of incentives and rewards with culture.
- Approving the overall parameters for annual salary reviews and bonus plans of the Group’s employees.
- Recommending for Board and, where relevant, shareholder approval, the design and operation of any employee performance-related pay schemes and employee share incentive schemes.
The Nomination Committee is chaired by John Treharne and its other members are Wais Shaifta, Richard Stables, Elaine O'Donnell, Simon Jones and Tamsin Todd.
Number of meetings held in 2024: 2
Role and Responsibilities of the Committee:
The role of the Committee is to develop and maintain a formal, rigorous and transparent procedure for making recommendations on appointments and reappointments to the Board. In addition, it is responsible for reviewing the succession plans for Executive and Non-Executive Directors and senior management. This involves regularly reviewing the:
- leadership needs of the Group with a view to ensuring its continued ability to compete effectively in the marketplace;
- collective performance, structure, size and composition of the Board to ensure it has an appropriate balance of skills, diversity, experience, knowledge and independence, and reporting and making recommendations to the Board with regard to any changes; and
- knowledge, skills and experience of individual Board members and reporting those results to the Board.
The Sustainability Committee is chaired by Wais Shaifta and its other members are John Treharne, Will Orr, Elaine O’Donnell, Simon Jones, Tamsin Todd, Hamish Latchem and Cornelia Woschek.
Number of Sustainability Committee meetings held in 2025: 3
Role and Responsibilities of the Committee:
- Assisting the Board in overseeing corporate responsibility, climate, sustainability and reputational matters considering the Group’s purpose, strategy and culture.
- Developing, upholding and promoting the Group’s sustainability strategy, including evaluating materiality and reviewing sustainability targets.
- Monitoring sustainability KPIs to measure delivery against the Group’s strategy and targets relating to carbon emissions and the Group’s environmental impact.
- Advising on managing the sustainability and climate-related risks and opportunities for the Group and helping to facilitate their integration into decision-making and strategy development.
- Liaising with members of the Board to agree capital allocation towards climate risk and opportunity management, including innovations to reduce greenhouse gas emissions, energy consumption, water consumption and waste generation.
- Reviewing, and recommending for approval, the external statements and disclosures made by the Group concerning sustainability and ESG matters.
