The plc Board
The plc Board (the 'Board') currently comprises the Group Chairman (non-executive), the Deputy Chairman (Executive), two other Non-Executive Directors and four Executive Directors.
At each Annual General Meeting (AGM) of the Company, at least one third of the Directors retire from office by rotation. The three Non-Executive Directors are considered to be independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgment. David Walker is the Non-Executive Group Chairman. To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. They are also able to take independent professional advice as appropriate.
The Board meets once a month and has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control over appropriate strategic, financial, operational and regulatory issues. At these meetings, the Board reviews trading performance, ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to shareholders.
The following committees have been established to deal with specific aspects of the Group's affairs.
Operating Board
The Operating Board is chaired by the Group Finance and Operations Director and comprises the Group Commercial Director and nine members of the senior management team representing the operational businesses within the Group.
It meets once a month to discuss operational matters, regulatory compliance, development opportunities and trading performance.
Audit and Compliance Committee
Chaired by the Non-Executive Group Chairman, the Audit and Compliance Committee comprises the Group Finance and Operations Director, the Group Commercial Director, one other Non-Executive Director, the Director of Finance, a Managing Director of one of our businesses and the Group Compliance Manager and meets four times a year.
The Group Chief Executive, the other Non-Executive Director, our Nomad and external auditors attend by invitation. The Committee's primary activities include:
- Reviewing the annual (audited) accounts and interim (unaudited) accounts before they are presented to the Board for approval
- Examining the appropriateness and effectiveness of the Group's systems and controls, including internal risk management processes
- Assessing the arrangements made by management to ensure compliance with regulatory requirements and standards.
The Committee also advises the Board on the appointment, independence and objectivity of the external auditors and on their remuneration for both audit and non-audit work. It also discusses the nature, scope and results of the audit with the external auditors.
Solvency Committee
The Solvency Committee is chaired by the Group Commercial Director and comprises one Non-Executive Director, the Director of Finance and at least one senior manager from each of the Group's Insurance, Wealth Management and Healthcare operations and meets four times a year.
The Solvency Committee supports the Board's Corporate Governance responsibilities, specifically in respect of monitoring the financial security of insurers.
Remuneration Committee
The Remuneration Committee comprises the Non-Executive Group Chairman, the Group Chief Executive, the Deputy Chairman and the two Non-Executive Directors and is chaired by one of the Non-Executive Directors.
The Committee advises the Board and makes recommendations to it about all elements of the remuneration packages of the Executive Directors and certain senior executives of the Group. It recommends the terms of service contracts with Executive Directors and any compensation arrangements resulting from the termination by the Company of an Executive Director's service contract. The Committee also makes recommendations concerning the grant of shares and share options.