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.

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, its Committees and individual Directors, including externally facilitated reviews
  • evaluating and overseeing the balance of skills, knowledge and experience on the Board and its Committees
  • monitoring the independence of Directors
  • overseeing Board succession plans and leading the process to identify 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 the induction of new Directors
  • overseeing CEO succession plans

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

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:

  • monitoring the overall financial reporting process, which includes responsibility for reviewing the year-end and half-year financial reports
  • overseeing the external audit process and managing the relationship with PwC, the Group’s external auditor
  • reviewing and monitoring PwC’s independence and objectivity
  • overseeing internal audit, including monitoring and reviewing the effectiveness of the Group’s internal audit function, plans, 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 Group’s compliance and crime prevention models

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

Key responsibilities

  • The Sustainability and Stakeholder Management Committee supports the Board in the stewardship of the Group’s safety, health, environmental and social responsibility programmes and makes recommendations to the Board to ensure the views and interests of the Group’s stakeholders are considered in the Board’s deliberations
  • The Committee reviews the Group’s framework of safety, health, environmental, human rights and social policies, monitors the Group’s performance in setting and meeting environmental, social, safety, and occupational health commitments and provides guidance on how the Company should reflect the views and interests of stakeholders in relation to potential projects and other business matters

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

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 oversight 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)

Key responsibilities

  • The Committee ensures that the Group’s remuneration arrangements support the Group’s purpose, the effective implementation of 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 the Executive Committee (excluding the CEO)
  • The Committee also reviews workforce remuneration and related policies, including the diversity and inclusion policy, the alignment of incentives and rewards with the Group’s culture and the implementation of policy changes that affect the workforce as a whole

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