The Board is chaired by Non-Executive Chair, Jamie Pike. In addition to the Non-Executive Chair, the Board comprises five 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;
- trading updates;
- integrated risk management framework;
- major acquisitions and disposals;
- major capital expenditure;
- Director appointments;
- material litigation; and
- Governance structure.
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 Non-Executive Directors are determined by the Board to be independent in character and judgement, in compliance with the UK Corporate Governance Code.
Monitors the integrity of the financial statements, ensures significant issues have been addressed and reviews the effectiveness of internal controls and external audit.
Members: Peter France, Caroline Johnstone, Jane Kingston, Trudy Schoolenberg
Employee Engagement Committee
The Employee Engagement Committee was recently established in response to, and in compliance with, the revised UK Corporate Governance Code. The Committee’s future agenda is being developed and refined, but current responsibilities of the Committee include, but are not limited to, making recommendations to the Board on all aspects of employee engagement, giving full consideration to the matters set out in the relevant portions of the UK Corporate Governance Code 2018.
Chair: Caroline Johnstone
Members: Peter France, Jane Kingston, Jamie Pike, Trudy Schoolenberg, Kevin Thompson
Recommends Board appointments and reviews succession plans.
Chair: Jamie Pike
Members: Peter France, Caroline Johnstone, Jane Kingston, Trudy Schoolenberg, Kevin Thompson
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.
Chair: Jane Kingston
Members: Peter France, Caroline Johnstone, Trudy Schoolenberg, Kevin Thompson
Risk Management Committee
Ensures that risk management is meaningful, relevant and focused on improving the business.
Chair: Nicholas Anderson
Members: Kevin Boyd, Neil Daws, Jay Whalen
The following executives are also members of the Committee:
Group Human Resources Director; President, Chromalox Inc.; General Counsel and Company Secretary and Head of Internal Audit.
Further information on the Committees' activities is set out in the Annual Report.