Board Composition

The Board comprises seven members; the Non-Executive Chairman, four independent Non-Executive Directors,  the Chief Executive Officer and Chief Financial Officer. The Company regards four of the Non-Executive Directors, being, Keith Mansfield, Mary McNamara, Adele Cooper and Swarupa Pathakji as independent Non-Executive Directors for the purposes of the Code. All members of the Board stand for election or re-election at every Annual General Meeting.

Matters reserved for the Board

In order to retain control of key decisions and ensure that there is a clear division of responsibility between the Board and the day to day running of the business, the Board has a formal schedule of matters reserved for its decision. These reserved matters include financial reporting, investment appraisal and risk management. The matters were reviewed by the Board in July 2024 to ensure they were aligned with the 2018 Code, and will be reviewed again in July 2025.

Download the Matters reserved for the Board

Our Committees

As envisaged by the Code, the Board has established Audit, Remuneration, ESG and Nomination Committees. Each Committee has its own written terms of reference. If the need should arise, the Board may set up additional Committees as appropriate

Audit Committee

The Audit Committee has responsibility for, among other things, the monitoring of the integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of external audit and financial control is maintained, including considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors. 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 meet at least three times a year at the appropriate times in the financial reporting and audit cycle. 

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings together with requirements of any quorum for and the right to attend meetings. The responsibilities of the Audit Committee covered in its terms of reference include the following: internal and external audit, financial reporting, internal compliance policies and procedures (such as anti-bribery and corruption and anti-money laundering) and risk management. The terms of reference also set out the authority of the Committee to carry out its responsibilities. 

In the case of a company that is below the FTSE 350, the Code recommends that the Audit Committee comprises at least two members who are both independent non-executive directors and one of whom has recent and relevant financial experience, and who are both independent in character and judgment and free from any relationship or circumstance which is likely to, or could appear to, affect their judgement. The Board considers that the Company complies with the requirement of the Code in that regard. The Audit Committee comprises four members, being the independent Non-Executive Directors: Keith Mansfield, Mary McNamara, Adele Cooper and Swarupa Pathakji. The Audit Committee is chaired by Keith Mansfield who, as a Chartered Accountant and ex-partner of PwC, is considered to have recent relevant financial experience. 

Audit Committee Terms of Reference

Remuneration Committee

The Remuneration Committee has responsibility for determination of specific remuneration packages for each of the Executive Directors and certain senior executives of the Group, including pension rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management, and the design of, and criteria for, performance-related pay schemes. It will meet at least two times a year. The Remuneration Committee will also produce an annual remuneration report to be approved by the members of the Company at the annual general meeting. 

The responsibilities of the Remuneration Committee covered in its terms of reference include the following: determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay and pension arrangements for Executive Directors and senior management, reporting and disclosure, share incentive plans and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the Committee to carry out its responsibilities. 

In the case of a company that is below the FTSE 350, the Code recommends that the Remuneration Committee comprises at least two members who are both independent non-executive directors, independent in character and judgment and free from any relationship or circumstance which is likely to, or could appear to, affect their judgement. The Board considers that the Company complies with the requirement of the Code in that regard. The Remuneration Committee comprises four members, all of whom are independent Non-Executive Directors: Keith Mansfield, Mary McNamara, Adele Cooper and Swarupa Pathakji. The Remuneration Committee is chaired by Mary McNamara. 

Remuneration Committee Terms of Reference

Nomination Committee

The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board Committees and the chairpersonship of the Board Committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary, taking into account the skills and expertise that will be needed on the Board in the future. The Nomination Committee’s terms of reference deal with such things as membership, quorum and reporting responsibilities. The Nomination Committee will meet at least once a year. 

The Code recommends that a majority of the members of the Nomination Committee should be independent non-executive directors, independent in character and judgment and free from any relationship or circumstance which is likely to, or could appear to, affect their judgement. The Board considers that the Company complies with the requirement of the Code in that regard. The Nomination Committee comprises six members: the CEO (Mark Carpenter), four Non-Executive Directors, Keith Mansfield, Mary McNamara, Adele Cooper and Swarupa Pathakji, and the Non-Executive Chairman, John Walden. The Committee is chaired by John Walden.

Nominations Committee Terms of Reference

ESG Committee

The ESG Committee has responsibility for assisting the Board in overseeing the development and implementation of the Group’s ESG strategy, and in doing so, promoting the long-term sustainable success of the Group regarding such matters.  It oversees and supports stakeholder engagement, reviews the effectiveness of risk management and internal control policies on related issues and monitors progress against environmental strategies. The ESG Committee’s terms of reference deal with such things as membership, quorum and authority. The ESG Committee will meet at least two times a year. 

The ESG Committee comprises of six members: the CEO (Mark Carpenter), the CFO (Chris Morgan), four Non-Executive Directors, (Adele Cooper, Keith Mansfield, Mary McNamara, and Swarupa Pathakji).  The Committee is chaired by Adele Cooper.

ESG Committee Terms of Reference