As envisaged by the UK Corporate Governance Code, the Board has a Schedule of Matters Reserved and has established three committees: an Audit Committee, a Nomination Committee and a Remuneration Committee. If the need should arise, the Board may set up additional committees as appropriate.

Schedule of Matters Reserved for the Board can be found here

Terms of Reference for the Audit Committee can be found here

Terms of Reference for the Nomination Committee can be found here

Terms of Reference for the Remuneration Committee can be found here

 

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Committee members

  • Paul Hollingworth (chairman from 1 February 2020)
  • Peter Hill (chairman to 31 January 2020)
  • Nigel Lingwood (from 30 April 2020)
  • Amanda Mellor
  • Tony Reading
  • Claire Tiney

Highlights

  • Discussed a succession plan for the Chairman of the Board following Peter Hill’s stated intention to retire and recommended to the Board the appointment of Paul Hollingworth as his successor.
  • Recruitment of Nigel Lingwood as a Non-Executive Director and chairman of the Audit Committee.
  • Reviewed the succession plan and identified future needs, both for Board and senior management positions.

Priorities

  • Continue to manage Board and senior management succession plans.
  • Ongoing evaluation of the size and composition of the Board including the balance of skills, knowledge, independence, experience and diversity.
  • Review the talent pipeline below Board level.

Role and responsibilities

The key responsibilities of the Committee are:

  • assessing whether the structure, size and composition (including the skills, knowledge, independence, experience and diversity) of the Board continue to meet the Group’s business and strategic needs;
  • considering succession planning and talent development for the Executive Directors and the Senior Management Team and, in particular, for the key roles of Chairman of the Board and Chief Executive Officer, taking into account the challenges and opportunities facing the Group and the future skills and expertise needed on the Board; and
  • identifying and nominating, for approval by the Board, candidates to fill Board vacancies as and when they arise together with leading the process for such appointments.

Membership and attendance

The 2018 UK Corporate Governance Code (the 2018 Code) recommends that a majority of the members of a nomination committee should be independent non-executive directors. As can be seen from the above list of members, the Committee complies with this 2018 Code recommendation, as I am the chairman and all other members are independent Non-Executive Directors.

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Nigel Lingwood.jpg

Committee members

  • Nigel Lingwood (chairman from 30 April 2020)
  • Paul Hollingworth (chairman to 1 February 2020)
  • Tony Reading (interim chairman from 1 February 2020 to 30 April 2020)
  • Amanda Mellor
  • Claire Tiney

Highlights

  • Continued focus on integrity of reporting process.
  • Rigorous assessment of risk management and internal controls with enhanced process to identify, assess and monitor emerging risks.
  • Reviewed the impact on the business and implications for the coming year of COVID-19 and the UK leaving the EU.

Priorities

  • Monitor the impact of changes in financial reporting requirements.
  • Risk identification, management and mitigation.
  • Maintain and manage the ongoing internal audit programme.
  • Review financial reporting processes to ensure robustness in light of COVID-19.

Role and responsibilities

The primary function of the Committee is to assist the Board in fulfilling its responsibilities with regard to the integrity of financial reporting, audit, risk management and internal controls. This comprises:

  • monitoring and reviewing the Group’s accounting policies, practices and significant accounting judgements;
  • reviewing the annual and half-yearly financial statements and any public financial announcements and reporting to the Board on whether the Annual Report and Accounts is fair, balanced and understandable;
  • reviewing the Board’s approach to assessing the Group’s long-term viability;
  • approving the appointment and recommending the re-appointment of the external auditor and its terms of engagement and fees;
  • reviewing the scope of work to be undertaken by the external auditor and reviewing the results of that work;
  • monitoring and reviewing the effectiveness of the external auditor;
  • reviewing and monitoring the independence of the external auditor and approving its provision of non-audit services;
  • monitoring and reviewing the adequacy and effectiveness of the risk management systems and processes, and where appropriate, making recommendations to the Board on areas for improvement;
  • monitoring and reviewing the effectiveness of the Group’s internal audit function, and resolution of its material findings, in the context of the Group’s overall risk management systems;
  • reviewed the report from the Chief Financial Officer on the controls to mitigate fraud risk; and
  • overseeing the Group’s procedures for its employees to raise concerns through its Whistleblowing Policy as set out in the Code of Conduct.

Membership and attendance

The 2018 Code recommends that all members of an audit committee should be non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement and that one such member has recent and relevant financial experience.

Accordingly, the Committee comprises four members who are independent Non-Executive Directors, Nigel Lingwood as Committee chairman, considered by the Board to have recent and relevant financial and accounting experience, Tony Reading, Amanda Mellor and Claire Tiney. All members have a sufficiently wide range of business experience and expertise such that the Committee can fulfil its responsibilities. Biographies of all Committee members can be found on pages 58 and 59. As such, the Committee complies with the 2018 Code recommendations.

Regular Committee meetings are also normally attended by the Chairman, the Chief Executive Officer, the Chief Financial Officer and the Company Secretary, who acts as secretary to the Committee. The external and internal auditor also attend meetings when appropriate. Other members of management are invited to attend depending on the matters under discussion. The Committee meets regularly with the external auditor with no members of management present. Meetings are scheduled in accordance with the financial and reporting cycles of the Company and generally take place prior to Board meetings to ensure effectiveness of the collaboration with the Board. Minutes of each Committee meeting are provided to Board members.

The Committee has independent access to BDO, the internal auditor, and to EY, the external auditor. BDO and EY have direct access to the chairman of the Committee outside formal Committee meetings. The Committee met three times during the year with attendance disclosed below.

Member Member since Number of
meetings held
Attendance
Nigel Lingwood (chairman from 30 April 2020)1 30 April 2020 3 1
Paul Hollingworth (chairman and member to 1 February 2020)2 23 June 2014 3 1
Tony Reading (interim chairman from 1 February 2020 to 30 April 2020)3 23 June 2014 3 3
Amanda Mellor 18 March 2018 3 3
Claire Tiney 3 August 2016 3 3

Notes

  1. Nigel Lingwood was appointed to the Board and as chairman of the Committee on 30 April 2020.
  2. Paul Hollingworth stepped down as chairman of the Committee and as a member on appointment as Chairman of the Board on 1 February 2020.
  3. Tony Reading was appointed as interim chairman of the Committee on 1 February 2020 and stepped down on 30 April 2020.

Committee_chart_Audit.png

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Clare Tiney.jpg

Committee members

  • Claire Tiney (chair from 30 April 2020)
  • Tony Reading (chairman to 30 April 2020)
  • Peter Hill (until 31 January 2020)
  • Paul Hollingworth
  • Nigel Lingwood (from 30 April 2020)
  • Amanda Mellor

Highlights

  • Reviewed the Remuneration Policy, consulted with shareholders and recommended approval of the new policy to shareholders at the 2020 AGM.
  • Approved the remuneration for Executive Directors and senior management having considered the impact of COVID-19 on business performance.
  • Determined incentive scheme outcomes and set incentive scheme targets.

Priorities

  • Monitor the 2020 AGM voting results on the Annual Report on Remuneration and Remuneration Policy and conduct any necessary stakeholder engagement.
  • Implement the new Remuneration Policy.
  • Determine incentive scheme outcomes and set incentive scheme targets.

Role of the Committee

The role of the Committee is to recommend to the Board a strategy and framework for remuneration for Executive Directors and the Senior Management Team in order to attract and retain leaders who are focused and incentivised to deliver the Company’s strategic business priorities, within a remuneration framework which is aligned with the interests of our shareholders and thus designed to promote the long-term success of the Company.

The Committee’s main responsibilities are to:

  • establish and maintain formal and transparent procedures for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors, and to monitor and report on them;
  • determine the remuneration, including pension arrangements, of the Executive Directors, taking into account pay and policies across the wider workforce;
  • monitor and make recommendations in respect of remuneration for the tier of senior management one level below that of the Board;
  • approve annual and long-term incentive arrangements together with their targets and levels of awards;
  • determine the level of fees for the Chairman of the Board; and
  • select and appoint the external advisers to the Committee.

Membership

The Committee currently comprises four independent Non- Executive Directors, Claire Tiney (chair), Nigel Lingwood, Amanda Mellor and Tony Reading, and the Chairman of the Board, Paul Hollingworth.

Claire Tiney is the chair of the Committee having been appointed on 30 April 2020 to succeed Tony Reading who had chaired the Committee from his appointment to the Board on 23 June 2014. Claire Tiney has been a member of the Committee since 1 August 2016 and has extensive experience of chairing listed company remuneration committees. The Chairman of the Board is a member of the Committee because the Board considers it essential that the Chairman is involved in setting remuneration policy (although he is not party to any discussion directly relating to his own remuneration).

During the year the Committee also consulted with the Chief Executive Officer, the Chief Financial Officer and the Company Secretary, but not on matters relating to their own remuneration.

Meeting attendance

The Committee met three times during the year and has had two meetings to date in 2020/21. Committee member attendance can be found in the table below.

Member Member since Number of
meetings held
Attendance
Claire Tiney (chair from 30 April 2020) 1 August 2016 3 3
Tony Reading (chair to 30 April 2020) 23 June 2014 3 3
Paul Hollingworth 23 June 2014 3 3
Amanda Mellor 18 March 2018 3 3
Nigel Lingwood1 30 April 2020 3 1
Peter Hill2 23 June 2014 3 2

Notes

  1. Nigel Lingwood joined the Committee on appointment to the Board on 30 April 2020 and attended the one meeting held between that date and 31 July 2020.
  2. Peter Hill retired as Chairman of the Board and as a member of the Committee on 31 January 2020.

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