The Board of Directors has delegated some of its responsibilities to committees - the Audit, Risk and Ethics Committee, the Remuneration Committee, the Nomination Committee and the Safety and Sustainability Committee. A summary of the work of those committees, as well as the Directors’ Remuneration Report, is included in the Governance section of our annual report.
Committee composition
| Board Member | Audit, Risk and Ethics Committee | Remuneration Committee | Safety and Sustainability Committee | Nomination Committee |
|---|---|---|---|---|
| Roy Franklin | I | I | I | C |
| Iain Torrens | A | |||
| Nigel Mills | M | C | M | M |
| Birgitte Brinch Madsen | M | M | C | M |
| Paul O'Donnell | C | M |
C = Chair
M = Member
A = Attendee
I = By invitation
All Non-Executive Directors may attend other committee meetings as observers
Charters
Governance Section - 2024 Annual Report
The long-term success of our Group is anchored in our commitment to high standards of corporate governance. In a year marked by challenges, we have fallen short of this commitment; the Board has however remained focused on strengthening governance as a foundation for recovery. The Board continues to shape its approach through the application of the UK Corporate Governance Code 2018 (the 2018 Governance Code). The Governance section of the 2024 Annual Report explains how the Company has applied the main principles of Leadership, Effectiveness, Accountability, Remuneration and Relations with Shareholders outlined in the 2018 Corporate Governance Code. A copy of the 2018 Governance Code is available at www.frc.org.uk.
The Board reviews its governance procedures to maintain proper control and accountability. Proper control, accountability and compliance with the 2018 Governance Code flow through the Group as a whole and the directors consider that the Group has fully complied with the provisions of the 2018 Governance Code throughout 2024.
The Audit, Risk and Ethics Committee is responsible for reviewing the effectiveness of the Group's internal financial controls, monitoring the integrity of the Group's financial statements and internal and external audit functions. The Committee aims to promote high standards of corporate governance by ensuring robust and effective financial controls, reporting and audit.
The Audit, Risk and Ethics Committee Charter
The Remuneration Committee is appointed by the Board of Directors to oversee and administer various aspects of remuneration and benefits of the executive directors.
Remuneration Committee Charter
The Nomination Committee is responsible for recommending candidates to the Board and ensuring succession plans are in place. The Nomination Committee aims to promote high standards of corporate governance by ensuring that the balance of skills, knowledge and experience of the Board both now and in the future promotes long term value for shareholders.
The Safety and Sustainability Committee is appointed by the Board to oversee the Group's management of Safety and Sustainability (including personal security), consistent with its status as the Group's top priority.