Governance

As a premium listed company on the London Stock Exchange, we adhere to the principles and comply with the provisions of the UK Corporate Governance Code, our main applicable governance rules. We seek to apply best practice, ensuring that our approach is up-to-date and relevant.

Governance documentation

Articles of Association: this is our main constitutional document, defining the role of our directors and the rights of our shareholders, along with other matters.

Corporate Governance and Board Committees reports from our 2023 Annual Report.

Risk management section from our 2023 Annual Report.

Remuneration policy adopted at our 2024 AGM.

In addition to full Board meetings, the Directors exercise their authority through the following Committees:

Members:

Liz Hewitt (Chair), Martin Gilbert, David Wormsley, Gill Marcus

The committee is responsible for monitoring the quality and integrity of our financial statements, and reviewing the effectiveness of our internal financial controls and risk management framework. It is responsible for reviewing the effectiveness of our external auditors and overseeing that an healthy relationship is maintained between them and the Group.  The committee also reviews the effectiveness of our internal audit function. 

Audit Committee Terms of Reference

Members:

Martin Gilbert (Chair), Cynthia Carroll, Kalidas Madhavpeddi, David Wormsley

The committee is responsible for reviewing and making recommendation to the Board regarding the remuneration of the Executive Director, Non-Executive Directors, and the Chair. It reviews our remuneration policies and practices, ensuring that they are aligned with our purpose and values.

Remuneration Committee Terms of Reference

Members:

Kalidas Madhavpeddi (Chair) and all other Non-Executive Directors

The committee is responsible for leading the succession planning of Directors, including the Chair, and making recommendations to the Board about suitable candidates for appointment in replacement of, or in addition to, other members of the Board. It also assists the Board with assessing its composition and diversity.

Nomination Committee Terms of Reference

Members:

Kalidas Madhavpeddi (Chair), Cynthia Carroll, John Wallington

The committee is responsible for reviewing our policies and processes on health and safety, environment, security and local community matters, and monitoring their implementation. It makes recommendation to the Board on the controls to mitigate these risks. The committee also monitors management of potential catastrophic and major incidents, including their remediation. 

HSEC Committee Terms of Reference

Cynthia Carroll (Chair),  Gill Marcus, John Wallington 

The committee has responsibility for overseeing and approving key ethics, compliance and culture-related matters within the Group. The ECC receives quarterly updates on our Programme’s implementation, including compliance risks and how they are managed, and on compliance resources. 

Ethics, Compliance and Culture Committee Terms of Reference

Investigations Committee 

Members:

Kalidas Madhavpeddi (Chair), Martin Gilbert, Liz Hewitt

This Committee is responsible for the oversight and material decision-making as  the Company’s response to material governmental investigations. It also monitors the Group’s exposure arising from these investigations and concludes on the appropriate disclosure in the financial statements.