The Remuneration Committee, comprised solely of non-executive directors, is responsible for making recommendations to the Board on the Company’s framework for executive remuneration and its cost. The Committee determines the total remuneration packages and other benefits for each of the executive directors, including bonuses, pension rights and share plans. The Board itself determines the remuneration of the non-executive directors. Vanessa Dennett is chair and the Committee has access to external recruitment consultants as required.
The Audit Committee, comprised solely of non-executive directors, is chaired by Graeme Dacomb. Its primary function is to monitor the integrity of the Company’s financial statements, including its annual and interim reports. The Committee also monitors and reviews the adequacy and effectiveness of the Company’s internal financial controls and considers the need for an internal audit function. The Committee also considers the adequacy of arrangements for the statutory audit and advises the Board on the appointment of external auditors and on their remuneration for both audit and any non-audit work, and discusses the nature and scope of the audit with the external auditors. The Committee is also responsible for reviewing and monitoring the environmental and social impact of the Company’s activities, the Company’s whistle-blowing procedure and the Company’s systems and controls for the prevention of bribery.
The Nomination Committee, comprised solely of non-executive directors, is responsible for identifying and nominating candidates for appointment to the Board. The Committee evaluates the structure, size and composition of the Board and makes recommendations to the Board on the need for any changes. The Committee is also responsible for making recommendations to the Board concerning timely succession plans for both executive and non-executive directors and, in particular, for the key roles of Chairman and Chief Executive Officer. It is chaired by Patrick Meier and has access to external advisers as required.
The Sustainability Committee, comprised of non-executive directors and directors is chaired by James Rutherford, and is responsible for overseeing compliance with the Group’s Environmental, Social and Governance policy and the development, implementation and on-going monitoring of the Group’s processes supporting sustainable investment.
With only nine employees, the Board is often in direct contact with the Group’s entire workforce. To further enhance the Board’s interaction with the Group’s employees, Ms. Dennett was appointed as the Designated Non-Executive Director responsible for workforce engagement in 2018. During 2020, on the recommendation of the Nomination Committee, the Board agreed to rotate the role of the Designated Non- Executive Director between the Company’s Non-Executive Directors to increase the exposure employees have to the Board. Following this decision, Mr. Stan assumed the role of Designated Non-Executive Director in November 2020.
The Designated Non-Executive Director for workforce engagement is responsible for meeting with employees at least twice per year through one-on-one meetings and town halls. In light of the travel restrictions in response to COVID-19, virtual meetings were held with the Group’s employees in 2020.