The Company’s corporate governance framework, and its core component parts, are explained below:
The owners of the Company to whom the Board is ultimately responsible.
Articles of Association
Responsible for the leadership of the Board and ensuring that it operates and governs effectively.
Collectively responsible for the long-term sustainable success of the Company, by providing effective leadership, establishing the Company’s purpose, values and commitment to safety, monitoring its culture, setting the Company’s strategy and overseeing its delivery within a system of internal control, setting the Company’s risk appetite and reviewing its principal and emerging risks and taking other decisions reserved to it. Responsible for taking into account the interests of a range of stakeholders and other factors in accordance with their duties, including under section 172(1) of the Companies Act 2006. Further information about the Board’s activities can be found in the latest Corporate Governance Report, available on our Corporate Governance page.
Committees operate under the delegated authority of the Board and within formal terms of reference. Their key responsibilities are set out below:
Committee comprised of the Chair, the Group Chief Executive Officer and Group Chief Financial Officer operating under the delegated authority of the Board and within formal terms of reference. It acts to maintain procedures and controls for the identification, treatment and disclosure of inside information in accordance with applicable laws and compliance of disclosed information with the UK Listing Rules and DTRs.
Board Executive Committee
A Committee comprised of the Group Chief Executive Officer and Group Chief Financial Officer operating under the delegated authority of the Board and within formal terms of reference. It acts to review and approve various matters, including bids and contracts, acquisitions and disposals, financing arrangements, and capital and operating expenditure within the levels reserved to it.
Group Executive Committee
An advisory and reporting body to the Group Chief Executive Officer comprised of divisional management and Group heads of function. It acts to review and oversee the safety, operational and financial performance of the Group and discuss, formulate and approve proposals in respect of strategy and operational performance for onward consideration by the Board or its Committees.