Board committees
There are three Board committees: nomination, remuneration and audit.
Nomination Committee
The Company’s Nomination Committee is chaired by Richard Grainger, Chairman of Safestore. Adrian Martin Senior Independent Director, Alan Lewis and Peter Gowers are the other members.
The Nomination Committee's principal responsibilities are, amongst other things, to:
- review the structure, size and composition of the Board and membership of the Board's committees;
- consider succession planning for Executive and Non-Executive Directors and other Senior Executives;
- make recommendations to the Board on the appointment of Executive and Non-Executive Directors; and
- evaluate the balance of skills, knowledge and experience of the Board.
During the year under review, the Committee held four formal meetings. In addition, a number of informal meetings and discussions took place.
|
Number of meetings held |
Nomination Committee (4 meetings) |
|
P D Gowers |
4/4 |
|
R S Grainger |
4/4 |
|
A H Martin |
4/4 |
|
A S Lewis |
4/4 |
At the Committee meeting in December 2011, a full review was undertaken on the composition of Board committees. Also, the Committee considered the composition of the Board, Non-Executive Directors, executive positions and succession planning. It was agreed that each Committee meeting should continue to give further consideration to the potential need for and timing for the introduction of a fourth Non-Executive Director.
Gender and diversity is to continue to be given appropriate consideration when future candidates are assessed for knowledge, experience and suitability. During the year, the Committee considered and approved the recruitment of the new Human Resources Director for the UK business. The executive team in both the UK and France was discussed along with recruitment planned during the financial year for strengthening the operational structure. It was agreed that, as the business evolves, the management structure would continue to be reviewed periodically for adequacy.
The full terms of reference of the Nomination Committee are available here.
Remuneration Committee
Keith Edelman, Non-Executive Director chairs the Remuneration Committee. Richard Grainger and Alan Lewis are members of the Committee.
The Board recognises that the Directors' remuneration is of legitimate concern to shareholders and is committed to following current best practice. The Group operates within a competitive environment; performance depends on the individual contributions of the Directors and employees and the Group believes in rewarding vision and innovation.
When setting Executive Directors' remuneration, the Committee endeavours to ensure that all Directors are provided with appropriate performance related and non-performance related pay to encourage enhanced performance and that they are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group. The Committee also considers pay and conditions elsewhere in the Group, environmental, social and governance issues and risk when reviewing executive pay quantum and structure.
The policy of the Board is to provide executive remuneration packages designed to attract, motivate and retain Directors of the calibre necessary to maintain and improve the Group's profitability and effectiveness and to reward them for enhancing shareholder value and return. To do this, it aims to provide a market competitive (but not excessive) package of pay and benefits. The Group's general policy is to set basic salaries around mid-market levels and set performance pay levels which are at the upper quartile of market practice but with stretching goals which accords with the Group's general policy of seeking to make bonuses self-financing wherever possible. Remuneration packages will also reflect the Directors' responsibilities and contain incentives to deliver the Group's objectives.
The Remuneration Committee will meet formally at least twice a year and otherwise as required.
Audit Committee
The membership of the Audit Committee comprises two independent Non-Executive Directors: Keith Edelman and Adrian Martin who is also the Chairman of the Committee.
The Audit Committee's principal responsibilities are:
- to monitor the integrity of the Group's financial statements and any other formal announcements relating to its financial performance;
- to keep under review the effectiveness of the Group's internal controls and risk management systems;
- to make recommendations to the Board in relation to the appointment of the external auditors and oversee the relationship with the external auditors; and
- monitor the statutory audit of the annual and consolidated accounts.
The full terms of reference of the Audit Committee, which comply with the UK Corporate Governance Code, are available here.
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