The Board committees are constituted with appropriate terms of reference which are reviewed annually. They comply with the UK Corporate Governance Code.
The Board is supported by a number of committees, each of which have been established in line with governance practice and has its own Terms of Reference and annual work programme. The Board has delegated certain responsibilities to the committees, thereby enabling full consideration to be given to all key matters. After each committee meeting, each committee chair reports back to the next board meeting. This facilitates the communication between directors and ensures that all aspects of the Board’s mandate have been addressed. In addition there is an executive committee that is responsible for the day-to-day management of the Group within the limits set by the Board.
Each committee includes members who have recent and relevant skill and knowledge and independent non-executive directors. Each committee has access to independent professional advice when necessary.
The effective operation of the Board is supported by each of the committees detailed below:
Oversees the composition of the Board and committees and considers succession planning and diversity, making recommendations to the Board
Oversees the Group’s corporate financial reporting, the internal control system, risk management and the relationship with the external auditor
Responsibility for recommending overall remuneration policy and the setting of executive and senior management remuneration
Oversees the Group’s strategy, commitments, targets and performance relating to safety, the environment and other sustainable development matters
Day-to-day management of the Group
While the Board has delegated the day-to-day management of the Group to the Chief Executive Officer, there is a formal schedule of matters reserved for the Board which provides a framework for the Board to oversee control of the Group’s affairs.