Board committees

The Remuneration Committee’s principal responsibilities are to:

• Establish a formal and transparent remuneration policy and practices on executive remuneration.
• Design and determine remuneration and benefits for the Chair, executive directors and other senior management as required by the UK Corporate Governance Code.
• Review workforce remuneration and related policies to ensure alignment of incentives and rewards with culture.
• Oversee the design and terms of executive and all-employee share-based incentive plans.
• Review the performance evaluations undertaken of the executive directors.

The Committee also makes recommendations to the Board, to put to shareholders at the AGM on the Directors’ Remuneration Policy, which is subject to a binding vote every three years.

There are four meetings held during the year and, in addition to Committee members, other individuals such as the Chief Executive Officer, the Chief Human Resources Officer, the Group Head of Reward and external advisers may be invited to attend for all or part of any meeting. However, no director or executive is present during the Committee’s discussion on their own remuneration. It also reviews its own performance and terms of reference regularly.

Click here for the Remuneration Committee's terms of reference

Click here for the Directors’ Remuneration Report

Click here for the 2023 Directors’ Remuneration Policy

The Nominations and Governance Committee’s principal responsibilities are to:

• Review the composition of the Board and lead the process on proposed appointments to the Board and senior management.
• Make recommendations to the Board on the above, ensuring that both appointments and succession plans are based on merit and objective criteria and, within this context, promote diversity of gender, social and ethnic background, cognitive and personal strengths.
• Ensure that the Board and its Committees consist of Directors with the appropriate balance of skills, experience, diversity, independence and knowledge to enable it to discharge its duties and responsibilities effectively.
• Keep the Board’s governance arrangements under review and make appropriate recommendations to the Board to ensure that its arrangements are consistent with relevant corporate governance standards and best practice.

The Committee also makes recommendations to the Board, to put to shareholders at the AGM on the election and re-election (as appropriate) of directors.

The Committee meets four times a year and at other times as required and, in addition to Committee members, other individuals such as the Chief Legal Officer, the Chief Human Resources Officer and external advisers may be invited to attend for all or part of any meeting. It also reviews its own performance and terms of reference regularly.

Click here for Nominations and Governance Committee's Terms of reference

Click here for the Nominations and Governance Report

The principal responsibilities of the Disclosure Committee include:

• Assisting in the design and evaluation of disclosure controls and procedures and monitoring compliance with these procedures.
• Ensuring compliance with the Financial Conduct Authority’s Disclosure and Transparency Rules.
• Reviewing the requirement for, and content of, regulatory announcements for issuing to the London Stock Exchange.
• Identifying and handling inside information.

The Committee’s members, who are appointed by the Board, comprise the Chief Executive Officer, the Chief Financial Officer and the Chief Legal Officer. The Committee meets during the year as required and reviews its performance and terms of reference regularly.

Click here for the Disclosure Committee's Terms of reference