Board and Committees

The Board

The Board comprises five Non-Executive Directors and three Executive Directors following the appointment of Jenny Winter on 1 October 2018. Details of the current Board of Directors can be found here.

The Chairman and Chief Executive Officer have separate, clearly defined roles. The Chairman is responsible for overseeing the Board and the Chief Executive Officer is responsible for implementing the Group’s strategy and for its operational performance. The Board has a schedule of matters reserved for its approval which can be found here.

Audit Committee

The Audit Committee is chaired by Lord Nick Downshire and its other members are Jan Boone and Edwin Torr. The Audit Committee meets three times a year. Its purpose is to oversee the Group’s internal financial controls and risk management systems; to recommend the half and full year financial results to the Board; and to monitor the integrity of all formal reports and announcements relating to the Group’s financial performance. A copy of the Committee’s Terms of Reference is available here.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is chaired by Marc Coucke and its other members are Jan Boone, Nick Downshire and Edwin Torr. It is expected to meet not less than two times a year. Directors may attend meetings at the committee’s invitation.

The Committee has the following responsibilities:

  • assisting the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board
  • periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise
  • evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board and making appropriate recommendations to the Board on such matters
  • determining the Company’s policy on the remuneration of senior executives and specific remuneration packages for executive Directors, including pension rights and compensation payments
  • selecting individuals to whom to make grants of awards under the New LTIP.

The remuneration of non-executive Directors is a matter for the Board.

No Director may be involved in any discussions as to their own remuneration.

A copy of the Committee’s Terms of Reference is available here.