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The role of the Board is to promote the long-term success of the Company, generating value for shareholders and contributing to wider society by providing effective leadership and direction to the business as a whole. It sets the Group’s strategy, having regard to stakeholders, while maintaining a balanced approach to risk within a framework of effective controls. It has also established the Company’s purpose and values and monitors culture to ensure alignment. Its sets the tone and approach to corporate governance and is responsible for the overall financial performance of the Group. The Board delegates specific powers for some matters to committees, details of which are set out below.
The role of the Board is to promote the long-term success of the Company, generating value for shareholders and contributing to wider society by providing effective leadership and direction to the business as a whole. It sets the Group’s strategy, having regard to stakeholders, while maintaining a balanced approach to risk within a framework of effective controls. It has also established the Company’s purpose and values and monitors culture to ensure alignment. Its sets the tone and approach to corporate governance and is responsible for the overall financial performance of the Group. The Board delegates specific powers for some matters to committees, details of which are set out below.
The Board members have separate clearly defined roles and responsibilities and all the Non-Executive Directors are required to devote sufficient time to meet their Board responsibilities and demonstrate commitment to their role.
In order to retain control of key decisions and ensure that there is a clear division of responsibilities between the Board and the running of the Company business, the Board has a formal schedule of matters reserved for its decision that is reviewed annually to ensure it remains fit for purpose.
Schedule of Matters Reserved for BoardIn 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.
The purpose of the Sustainability Committee is to oversee on behalf of the Board the Company’s Sustainability Strategy which was first published in March 2020 and focuses on three core areas: building a circular economy; tackling climate change and caring for our people, supporting our communities. The Committee will also oversee broader stakeholder engagement on behalf of the Board.
Ken Lever is the Chair of the Sustainability Committee and its other members are Michael Averill, Carol Chesney and David Martin.
The Companies (Miscellaneous Reporting) Regulations 2018 (the “Regulations”) require Biffa plc and a number of its subsidiaries to publish a statement explaining how the Directors of these entities have given due regard for the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006 while performing their duty to promote the success of the Company for the benefit of its members as a whole ("s.172 statement"). The Regulations also require certain entities to provide details on their corporate governance arrangements. The subsidiary statutory accounts, below, include the relevant statements that are captured by the Regulations.
The Biffa plc s.172 statement can be found on page 5 of the 2020 Annual Report and Accounts.
