The Board relies on its Committees to ensure that deliberations are focused on key issues and that proposals are submitted after detailed specialist debate and rigorous challenge.

Each Committee also provides an essential forum to allow the views and perspectives of stakeholders to be discussed, so that they can be represented in the Board’s deliberations.

Nomination and Governance Committee

The Nomination and Governance Committee supports the Board in ensuring that effective governance structures are in place and that the Board and its Committees have the appropriate balance of skills, experience and knowledge to operate effectively.

Key responsibilities

The Nomination and Governance Committee supports the Board in ensuring that the Group has effective governance structures in place and that the Board and its Committees are appropriately staffed and operate effectively. The Committee identifies qualified individuals to join the Board, recommends any changes to the Board and Committee composition and monitors an annual process to assess Board effectiveness.

This involves:

  • Monitoring trends, initiatives and proposals in relation to corporate governance overseeing and facilitating annual reviews of the Chairman, the Board and the CEO, including externally-facilitated reviews
  • Evaluating and overseeing the balance of skills, knowledge and experience on the Board and its Committees, and reviewing the independence of Directors
  • Overseeing Board succession plans and leading the process of identifying suitable candidates to fill vacancies, nominating such candidates for approval by the Board and ensuring that appointments are made on merit and against objective criteria
  • Overseeing CEO succession plans

For more information, please read Terms of Reference (PDF)

Audit and Risk Committee

The Audit and Risk Committee is focused on ensuring the Group has strong financial controls and risk management.

Key responsibilities

The Audit and Risk Committee assists the Board in meeting its responsibilities relating to financial reporting and control and risk management. The Committee’s main responsibilities cover:

  • Financial reporting, which includes responsibility for reviewing the year-end and half-year financial reports, and monitoring the overall financial reporting process
  • Overseeing the external audit process and managing the relationship with PwC, the Group’s external auditor
  • Reviewing and monitoring PwC’s independence and objectivity
  • Internal audit, including monitoring and reviewing the effectiveness of the Group’s internal audit function, processes and findings
  • Assisting the Board with its responsibilities in respect of risk management, including reviews of the Group’s risk appetite and key risks
  • Monitoring the performance of the compliance and crime prevention models

For more information, please read Terms of Reference (PDF)

Sustainability and Stakeholder Management Committee

Understanding our stakeholders is critical to our long-term success. We set ambitious environmental, social and safety and occupational health commitments that are designed to take into account the interests of our stakeholders.

Key responsibilities

The Sustainability and Stakeholder Management Committee supports the Board in the stewardship of the Group’s environmental, social responsibility and safety and health programmes and makes recommendations to the Board to ensure that the considerations that are important for the Group’s stakeholders are taken into account in the Board’s deliberations.

The Committee reviews the Group’s framework of safety and health, environmental, human rights and social policies, monitors the Group’s performance in setting and meeting environmental, social and safety and occupational health commitments and provides guidance on the views and interests of stakeholders in relation to potential projects and other business matters.

For more information, please read Terms of Reference (PDF)

Projects Committee

The Committee oversees the full project lifecycle, from concept to start of operations, carefully assessing and robustly challenging investment proposals prior to submission to the Board, monitoring construction progress and ensuring lessons learned are applied to future proposals.

Key responsibilities

The Projects Committee reviews all aspects of projects to be submitted for Board approval, highlighting key matters throughout the project development lifecycle for the Board’s consideration and making recommendations to management to ensure that all projects submitted to the Board are aligned with the Group’s strategy and risk appetite.

The Committee adds an important level of governance and control to the evaluation of the Group’s projects and plays a key role in providing the Board with additional overview of the projects portfolio. This includes overview of the establishment of project development guidelines, which draw from best practice, industry experience and lessons learned from other Group projects.

For more information, please read Terms of Reference (PDF)

Remuneration and Talent Management Committee

The Committee ensures that conditions for the wider workforce are taken into account when setting incentives and determining the remuneration of the CEO and his senior management team.

Key responsibilities

The Remuneration and Talent Management Committee ensures that the Group’s remuneration arrangements support the effective implementation of the Group’s strategy and enable the recruitment, motivation, reward and retention of talent.

The Committee is responsible for setting the remuneration for the Chairman, Directors and the CEO and for monitoring the compensation strategy, level, structure and outcomes for Executive Committee members.

The Committee actively participates in the Group’s talent management strategy, including the review, consideration and implementation of succession plans for members of the Executive Committee (excluding the CEO).

The Committee also reviews workforce remuneration and related policies, including the diversity and inclusion policy, and the alignment of incentives and rewards with the Group’s culture.

For more information, please read Terms of Reference (PDF)

For more information on the Directors’ Remuneration Policy, please read 2020 CEO and Directors’ Remuneration Policy (PDF)