The role of the Board is to provide leadership to the Company and to deliver shareholder value over the long term. The Board sets the Company’s values and standards, making sure that they align with its strategic aims and the desired business culture. The Board is responsible for setting the Group’s strategy, understanding the Group’s stakeholders, while maintaining a balanced approach to risk within a framework of effective controls. It has also established the Company’s purpose and values and monitors culture to ensure alignment. It sets the tone and approach to corporate governance and is responsible for the overall financial performance of the Group. The Board delegates specific powers for some matters to committees, details of which are set out below.
The Board members have separate, clearly defined roles and responsibilities and all the Non-Executive Directors are required to devote sufficient time to meet their Board responsibilities and demonstrate commitment to their role.
In order to retain control of key decisions and ensure that there is a clear division of responsibilities between the Board and the running of the Company business, the Board has a formal schedule of matters reserved for its decision that is reviewed annually to ensure it remains fit for purpose.
Audit and Risk Committee
In compliance with the UK Corporate Governance Code, the Audit and Risk Committee is made up of three Independent Non-Executive Directors, one of whom has recent and relevant financial experience. The Audit and Risk Committee is chaired by Martin Payne and its other members are Terry Miller and Nicola Bruce.
In compliance with the UK Corporate Governance Code, the majority of the Nomination Committee is made up of Independent Non-Executive Directors. The Nomination Committee is chaired by Terry Miller (Senior Independent Director) and the three other non-executive members are Martin Payne, Nicola Bruce and Edmund Lazarus.
In compliance with the UK Corporate Governance Code, the Remuneration Committee is made up of three Independent Non-Executive Directors, one of whom has served on a remuneration committee for at least twelve months. The Remuneration Committee is chaired by Nicola Bruce and its other members are Terry Miller and Martin Payne.