Board Committees

Committee members

• Amanda Mellor (Chair)
• Nigel Lingwood 
• Claire Tiney
• Margaret Amos

Highlights

• 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 chair and all other members are independent Non-Executive Directors.

By invitation, the meetings of the Committee may be attended by the Chief Executive Officer and the Chief Financial Officer. The Chairman of the Board normally chairs the Committee except where it is dealing with his own re-appointment or replacement. The Company Secretary acts as the secretary to the Committee and minutes of each Committee meeting are provided to Board members.

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Committee members

• Nigel Lingwood (chair)
• Amanda Mellor
• Claire Tiney
• Margaret Amos

Highlights

• Maintained focus on control environment and reporting processes in businesses impacted by the ongoing Covid-19 pandemic during the financial year.
• Continued to monitor Group risk environment and internal controls with enhanced process to identify, assess and monitor emerging risks.
• Commenced review and planning for adoption and implementation of new requirements of BEIS White Paper.

Priorities

• Reviewed and challenged the accounting for the acquisitions completed during the year.
• Reviewed the new banking facilities negotiated in the first half of year, in light of cash flow forecasts.
• Reviewed additional controls implemented in overseas businesses where access has been restricted by the Covid-19 pandemic regulations.

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, trading statements and any other financial announcements;
• 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 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. 

The Committee comprises four members who are independent Non-Executive Directors, Nigel Lingwood as Committee chair, 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 under the Code. 

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 may be 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 effective collaboration with the Board. Minutes of each Committee meeting are provided to Board members. 

The Committee also has independent access to BDO, the internal auditor, and to EY, the external auditor. BDO and EY have direct access to the chair of the Committee outside formal Committee meetings. 

In 2021 an additional meeting of the Committee was introduced to ensure that sufficient time was available to meet the increasing reporting obligations of the Company. The Committee met five times during the year with attendance disclosed below.

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Committee members

• Claire Tiney (chair)
• Paul Hollingworth
• Nigel Lingwood
• Amanda Mellor
• Margaret Amos

Highlights

• Implemented the new Remuneration Policy and consulted with shareholders on remuneration decisions. 
• Approved the remuneration for Executive Directors and senior management, including a reduction in the CEO’s pension level. 
• Determined incentive scheme outcomes and set incentive scheme targets, including the addition of an ESG measure to the LTIP.

Priorities

• Continue to monitor shareholder guidance and best market practice, whilst ensuring that the remuneration framework is aligned to our strategy and ESG targets. 
• Continue to take into account wider workforce trends and policies when setting Executive Director and senior management remuneration. 
• 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.

Notes

1. Nigel Lingwood was unable to attend one meeting due to unforeseen circumstances. He received the papers in advance of the meeting and provided his comments to the chair to inform decision making during the meeting.

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