The Board is assisted in its duties by four committees - Audit, Compliance and Ethics, Nominations, and Remuneration. Each committee is responsible for reviewing and overseeing activities within its particular terms of reference.

Audit Committee

The Audit Committee reviews and monitors the integrity of the Company’s financial statements, reporting processes, financial and regulatory compliance; the systems of internal control and risk management, including viability assessment; and the external and internal audit processes.

The Audit Committee is chaired by David Davies, Non-executive Director.

You can find the Audit Committee Terms of Reference here.

Compliance and Ethics Committee

The Compliance and Ethics Committee supports the Board in fulfilling its oversight responsibilities in all respects of compliance and ethics. It provides assurance that the Company’s compliance and ethics policies are adequate.

The Compliance and Ethics Committee is chaired by Francesca Di Carlo, Non-executive Director.

You can find the Compliance and Ethics Committee Terms of Reference here.

Nominations Committee

The Nominations Committee reviews the structure, size, and composition of the Board and its committees. The Committee takes primary responsibility for succession planning and Director succession and identifies and nominates suitable candidates for Board appointments. It has oversight of our leadership pipeline.

The Nominations Committee is chaired by René Médori, Chairman.

You can find the Nominations Committee Terms of Reference here.

Remuneration Committee

Remuneration Committee sets the remuneration policy for Executive Directors and determines individual compensation levels for Executive Directors, the Chairman and members of senior management. It has oversight of the remuneration framework for the Group.

The Remuneration Committee is chaired by Matthias Bischel, Senior Independent Director.

You can find the Remuneration Committee Terms of Reference here.

At each scheduled Board meeting, the chairman of each committee provides a summary of any committee meeting held since the previous Board meeting.


Our leadership

Our Board sets the ‘tone from the top’ and ensures there is a strong and effective system of corporate governance across the Group. The Group Executive Committee is responsible for day-to-day operational management, and communication and implementation of strategic decisions.