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Committee details

Commitee details
The Board has delegated specific responsibilities to four Board Committees: Audit, Nomination, Remuneration and Risk Management.

Committee details

​The Board is chaired by Non-Executive Chairman, Bill Whiteley. In addition to the Non-Executive Chairman, the Board comprises four independent Non-Executive Directors and four Executive Directors.

Matters reserved to the Board include:
  • the approval of corporate and strategic business plans;
  • the approval of annual and interim results;
  • interim management statements;
  • acquisitions and disposals;
  • major capital expenditure;
  • Director appointments; and
  • material litigation.
The Board has delegated specific responsibilities to four Board Committees: Audit, Nomination, Remuneration and Risk Management.

The Non-Executive Directors play an important governance role in the detailed work they carry out on our Committees on behalf of the Board. The Non-Executive Directors provide independent challenge and review; bringing wide experience, specific expertise and a fresh objective perspective to Board matters. All four Non-Executive Directors are determined by the Board to be independent in character and judgement, in compliance with the UK Corporate Governance Code 2016.

Audit Committee​

Monitors the integrity of the financial statements, ensures significant issues have been addressed and reviews the effectiveness of internal controls and external audit.

Chairman:Clive Watson
Members: Jane Kingston, Jamie Pike, Trudy Schoolenberg

Nomination Committee

Recommends Board appointments and reviews succession plans.

Chairman: Bill Whiteley
Members: Nicholas Anderson, Jane Kingston, Jamie Pike, Trudy Schoolenberg, Clive Watson

Remuneration Committee

Recommends a remuneration strategy and framework to attract, retain and reward senior executives; determines annual Executive Director and senior executive remuneration; and approves awards under the Performance Share Plan (PSP). The Committee also determines the Group’s remuneration policy.

Chairman: Jane Kingston
Members: Jamie Pike, Trudy Schoolenberg, Clive Watson

Risk Management Committee

Ensures that risk management is meaningful, relevant and focused on improving the business.

Chairman: Nicholas Anderson
Members: Kevin Boyd, Neil Daws, Jay Whalen

The following executives are also members of the Committee: 

Divisional Director – Americas (Sheldon Banks); Divisional Director - Asia Pacific (Paul Lee Suay Wah); Group Business Development Director (Ashok D'Sa); Group Human Resources Director (Jim Devine); Steam Finance Director (Byron Thomas); Group Supply Chain Director (Ian Farnworth); ​and General Counsel and Company Secretary (Andy Robson).

Further information on each of the Committees' activities during the 12 month period to 31st December 2016 is set out in the Governance Report, pages 66 to 107, of the 2016 Annual Report.​