The Board of Directors has delegated some of its responsibilities to committees - the Audit, Risk and Ethics Committee, the Remuneration Committee, the Nomination Committee and the Safety and Sustainability Committee. A summary of the work of those committees, as well as the Directors’ Remuneration Report, is included in the Governance section of our annual report.
Committee composition
| Board Member | Audit, Risk and Ethics Committee | Remuneration Committee | Safety and Sustainability Committee | Nomination Committee |
|---|---|---|---|---|
| Roy Franklin | I | I | I | C |
| Ken Gilmartin | A | |||
| Arvind Balan | A | |||
| Nigel Mills | M | M | M | M |
| Adrian Marsh | C | M | ||
| Brenda Reichelderfer | C | M | ||
| Susan Steele | C | M | ||
| Birgitte Brinch Madsen | M | M | M | |
| David Lockwood | M | M | M | |
| Catherine Michel | M | M | M |
C = Chair
M = Member
A = Attendee
I = By invitation
All Non-Executive Directors may attend other committee meetings as observers
Charters
Governance Section - 2023 Annual Report
The Board remains fully committed to maintaining high standards of corporate governance and believes that this is key to overall performance and integrity, consistent with our Core Values. The Governance section of the 2022 Annual Report explains how the Company has applied the main principles of Leadership, Effectiveness, Accountability, Remuneration and Relations with Shareholders outlined in the UK Corporate Governance Code (the Governance Code). A copy of the Governance Code is available at www.frc.org.uk.
The Board considers that the Company has fully complied with the provisions of the Governance Code during the year ended 31 December 2022. The Board also believes that good corporate governance extends beyond regulatory compliance and consistently monitors developments in best practice, including guidance published by investor groups.
The Audit, Risk and Ethics Committee is responsible for reviewing the effectiveness of the Group's internal financial controls, monitoring the integrity of the Group's financial statements and internal and external audit functions. The Committee aims to promote high standards of corporate governance by ensuring robust and effective financial controls, reporting and audit.
The Audit, Risk and Ethics Committee Charter
The Remuneration Committee is appointed by the Board of Directors to oversee and administer various aspects of remuneration and benefits of the executive directors.
Remuneration Committee Charter
The Nomination Committee is responsible for recommending candidates to the Board and ensuring succession plans are in place. The Nomination Committee aims to promote high standards of corporate governance by ensuring that the balance of skills, knowledge and experience of the Board both now and in the future promotes long term value for shareholders.
The Safety and Sustainability Committee is appointed by the Board to oversee the Group's management of Safety and Sustainability (including personal security), consistent with its status as the Group's top priority.