The Board has the ultimate responsibility for ensuring that the Company is managed effectively and in the best interests of the shareholders, customers, employees and other stakeholders (including regulators). The Board meets regularly and provides direction, oversight and detailed review/challenge of the Group’s business. The Board delegates specific powers for some matters to committees, details of which are set out below.
The Board consists of the Executive Directors, the Non-Executive Chairman and three further Non-Executive Directors (the “Non-Executive Directors”). The Company regards all of the Non-Executive Directors as “Independent Non-Executive Directors” within the meaning of the UK Corporate Governance Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.
In compliance with the UK Corporate Governance Code, the Audit Committee is made up of a minimum of three members who are all Independent Non-Executive Directors. Carol Chesney is the Chair of the Audit Committee and its other members are Michael Averill and David Martin.
In compliance with the recommendations of the UK Corporate Governance Code, the Nomination Committee is made up of a minimum of three members, a majority of whom are independent Non-Executive Directors. The Nomination Committee is chaired by Ken Lever and its other members are Carol Chesney, Michael Averill and David Martin.
The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent non-executive directors (other than the Chairman, who may be an additional member if independent on appointment). The Remuneration Committee will be chaired by Michael Averill, and its other members are David Martin and Carol Chesney.