Corporate Governance

Audit
Committee

The Audit Committee comprises Nathan Imlach (Chair), Rachel Haworth and Mike Jones. The Audit Committee is a key element of the governance structure and operates under the delegated authority of the Board.

The responsibilities of the Audit Committee are outlined within its terms of reference, which are reviewed annually and approved by the Board. The Committee’s primary responsibilities are to review the reporting of financial and other information, to review the effectiveness of the Group’s internal and external audit processes, and to review the effectiveness of the Group’s internal financial systems and controls.

The Committee meets not less than two times a year and meetings are normally attended by representatives of the external and internal auditors. The Chief Executive Officer, Deputy Chief Executive Officer and Chief Financial Officer are invited to attend at the Committee’s request. The presence of other senior executives from the Group may be requested. The Committee meets with representatives of the external auditors, without management present, at least once a year.

Remuneration
Committee

The Remuneration Committee is chaired by Rachel Haworth. Its other members are Nathan Imlach and Mike Jones. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment.

The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the Non-executive Directors of the Company are set by the Board.

Nominations
Committee

The Nominations Committee is chaired by Mike Jones. Its other members are Peter Brodnicki, Rachel Haworth and Nathan Imlach. The Nominations Committee assists the Board in discharging its responsibilities relating to the composition of the Board, performance of Board members, induction of new directors, appointment of committee members and succession planning for senior management.

The Nominations Committee is responsible for evaluating the balance of skills, knowledge, diversity and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board on such matters. The Nominations Committee prepares a description of the role and capabilities required for a particular appointment. The Nominations Committee meets formally at least twice a year and otherwise as required.

Group Risk
Committee

The Group Risk Committee (GRC) comprises Mike Jones (Chair), David Preece, Nathan Imlach, Peter Brodnicki, Ben Thompson, Rachel Haworth and Emilie McCarthy. The Risk and Compliance Committee (RCC) meets on a monthly basis to review the adequacy and effectiveness of the Company’s internal controls, compliance and risk management systems (including conduct risk), ensuring that it is fulfilling its regulatory responsibilities.

The RCC reports to the Group Risk Committee, escalating major risk events as and when applicable. This ensures at least two independent risk and compliance reviews.

The GRC meets at least four times per annum to review and discuss the following:

All major Group-related existing and potential risks, including a full review of the Group Risk Register and any RCC escalations;
Senior Managers and Certification Regime (SM&CR);
General Data Protection Regulation (GDPR);
Operational resilience;
Environmental, Social and Governance (ESG), vulnerable clients, diversity, and any other relevant regulatory themes;
Other major risk considerations and relevant upcoming legislation.

The Groups’ risk framework is designed to ensure that risks are identified, managed and reported effectively. The Group has been investing in its risk management framework to meet the requirements of key regulatory changes on the Group, such as MIFID II, the GDPR and the SM&CR, as well as implementing its own Risk Profiler system. The Group’s risk management framework remains subject to ongoing review.