Corporate governance

The Board sets the company’s strategic direction, oversees performance and makes sure strong governance, internal controls and risk management frameworks are in place. 

It also plays a key role in shaping the company’s culture and values, monitoring people strategy and overseeing leadership composition and succession planning. It approves major policies, investments, budgets and capital structure decisions to support sustainable growth and responsible business conduct. 

The Audit Committee supports the Board in overseeing the integrity of the company’s financial reporting and audit processes. It:

• Reviews financial statements, key accounting judgements and disclosures to ensure clarity and compliance.  

• Monitors the effectiveness of internal financial controls and the internal audit function, approving its plans and making sure it operates independently. 

• Oversees the external audit process, including auditor appointment, independence and performance. 

• Makes sure the company maintains secure whistleblowing arrangements. 

The Board Risk Committee is responsible for overseeing the effectiveness of the company’s risk management and internal control systems. It: 

• Reviews and recommends the Risk Management Framework and Risk Appetite Statement, making sure they are embedded across the business.  

• Monitors principal risks, mitigation strategies, and alignment of strategic transactions with risk appetite.  

• Oversees compliance with legal and regulatory requirements, ethical standards and fraud prevention measures. Supports the independence and effectiveness of the Chief Risk and Compliance Officer.  

• Reviews internal audit findings as requested by the Audit Committee. 

The Remuneration Committee is responsible for setting and reviewing remuneration policies for the Chair, Executive Directors and Executive Team. Its aim is to ensure that reward structures are fair, transparent and aligned to the company’s strategy and long-term success. It:  

• Determines total remuneration packages, including incentives and pensions, and ensures fair and transparent termination arrangements.  

• Reviews wider workforce remuneration policies, including performance-related pay schemes, benefit structures and equal pay gap disclosures.  

• Makes sure that reward across the business supports a high-performance culture and sustainable value creation. 

The Nomination Committee is responsible for overseeing Board composition and succession planning to ensure the Company has the leadership it needs for long-term success. It:

• Reviews the structure, size, and composition of the Board and its Committees, including the balance of skills, experience, and diversity.

• Leads the appointment process for directors, board appointments and senior leaders, ensuring inclusive and objective selection.

• Oversees succession planning for both executive and non-executive positions, including key roles such as the Chair and Chief Executive, and supports the development of a diverse pipeline of future leaders.

The Board delegates authority for the day-to-day running of the business to the Chief Executive. He is supported by the Executive Team. The team comprises the CEO and his direct reports. They advise and support him in developing and implementing strategic and operational decisions. Where appropriate, they also formulate recommendations for Board consideration. 

Together, the Executive Team leads the business in delivering performance objectives, overseeing key projects and making sure customers are treated fairly. They are also responsible for managing financial and risk policies, developing talent, embedding culture and monitoring competitive, regulatory and reputational factors affecting the business.