The Board is committed to the highest standards of corporate governance and sets the tone from the top with regard to values, purpose, culture and high standards of business conduct, which are emulated throughout the Group.
The Board is supportive of and is committed to the Company’s compliance with the UK Corporate Governance Code 2018 (‘the Code’). As of 31 December 2021, the Board confirms that the Company has applied the principles and complied with the provisions set out in the Code.
The Company has a governance framework that enables the Board and its Committees to be effective in their decision-making, which is integral to ensuring the successful delivery of the Company’s strategy. The Board has established three Committees (Audit, Nomination and Remuneration) and has delegated responsibility for certain matters to them.
The Board is comprised of the Chair, who was independent on appointment, five independent Non-Executive Directors (Sally Ashford, Alison Baker, Richard Byrne, Magnus Mandersson and Carole Wainaina) and two non-independent Non-Executive Directors (Temitope Lawani and Helis Zulijani-Boye). The Board regards Richard Byrne as independent notwithstanding his membership as a Director of the Board since 2010, and considers his continued membership of the Board is in the best interests of the Company. Magnus Mandersson is the Senior Independent Director. All Directors stand for annual re-election.
The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. The UK Corporate Governance Code recommends that an audit committee comprise at least three members who are independent non-executive directors and includes one member with recent and relevant financial experience. The Audit Committee is chaired by Alison Baker and its other members are Magnus Mandersson, Richard Byrne and Carole Wainaina. The Directors consider that Alison Baker has recent and relevant experience. The Audit Committee will meet not less than three times a year. The Board considers that the Group complies with the requirements of the UK Corporate Governance Code in this respect.
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement directors and committee members and will make appropriate recommendations to the Board on such matters. The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by Sir Samuel Jonah, and its other members are Sally Ashford, Temitope Lawani, Magnus Mandersson, and Carole Wainaina. The Nomination Committee will meet not less than twice a year. The Board considers that the Group complies with the requirements of the UK Corporate Governance Code in this respect.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and certain senior executives. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration. The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent Non-Executive Directors and that the chair of the board should not be the chair of the Remuneration Committee. The Remuneration Committee is chaired by Richard Byrne and its other members are Sir Samuel Jonah, Sally Ashford and Alison Baker. The Board considers that the Group complies with the requirements of the UK Corporate Governance Code in this respect. The Company adopted a Share Dealing Code, which is based on the requirements of the Market Abuse Regulation and which applies to Directors and all employees of the Group.