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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 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;
  • 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 five 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: Peter France, Jane Kingston, Jamie Pike, Trudy Schoolenberg

Nomination Committee

Recommends Board appointments and reviews succession plans.

Chairman: Bill Whiteley
Members: Nicholas Anderson, Peter France, 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: Peter France, 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: 

Group Human Resources Director (Jim Devine); President and CEO, Chromalox Inc. (Mike Sutter); and General Counsel and Company Secretary (Andy Robson).​

Further information on each of the Committees' activities is set out in the Annual Report.​