Governance

The Board is committed to ensuring that corporate governance is an integral part of our organisation. It is key to how we interact with our investors, employees, suppliers and other stakeholders.

Further information is available in our Annual Report, which includes our Corporate governance statement and Remuneration report:

Board of Directors

There are 13 members of the Board including the Chairman and Chief Executive. The composition of the Board and the biographical details of each of the Board Members can be found here:

The Board is responsible for the long–term success of the Company and ensures that there are effective controls in place which enable risk to be assessed and managed. All Board members have responsibility for strategy, performance, risk and people. 

The Matters Reserved to the Board can be found here:

Our Chairman, Chief Executive and Non-Executive Directors have clearly defined roles and responsibilities which are separate and distinct: 

Chairman

• Leadership of the Board and setting its agenda including approval of the Group’s strategy, business plans, annual budget and key areas of business importance.
• Maintaining appropriate contact with major shareholders and ensuring that Board members understand their views concerning the Company.
• Ensuring a culture of openness and debate around the Board table.
• Leading the annual evaluation of the Board, the committees and individual directors.
• Ensuring, through the General Counsel, that the members of the Board receive accurate, timely and clear information.

Chief Executive

• Optimising the performance of the Company.
• Day–to–day operation of the business.
• Ensuring effective communication with shareholders and employees.
• The creation of shareholder value by delivering profitable growth and a good return on capital.
• Ensuring the Company has a strong team of high–calibre executives, and putting in place appropriate management succession and development plans.
• Leading and motivating a large workforce of people.

Non-Executive Directors

• Play a key role in constructively challenging and scrutinising the performance of the management of the Company.  
• Help to develop proposals on strategy.  

The Audit Committee

Chair: Chris Kennedy
Members: David Atkins, Horst Baier, Fumbi Chima, Frank Fiskers, Cilla Snowball and Shelley Roberts

The Nomination Committee

Chair: Adam Crozier
Members: David Atkins, Kal Atwal, Fumbi Chima, Horst Baier, Frank Fiskers, Richard Gillingwater, Chris Kennedy, Cilla Snowball, Karen Jones and Shelley Roberts

Further information is available in our Annual Report, which includes our Corporate governance statement and Remuneration report.

The Remuneration Committee

Chair: Frank Fiskers
Members: David Atkins, Kal Atwal, Adam Crozier, Richard Gillingwater and Karen Jones DBE

Our Executive Directors’ pay continues to be implemented in accordance with the Remuneration Policy approved by the shareholders at the 2019 December GM.