The Board delegates matters to Board Committees. Clearly defined terms of reference and written limits support these delegations.
The Audit Committee
The Audit Committee is responsible for assisting the Board in discharging its responsibilities in relation to the disclosure of the financial affairs of the Group. The Committee focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board.
The Audit Committee operates under delegated authority from the Board and its terms of reference can be found here.
The Group Audit Charter of the Group Audit team, which reports to the Audit Committee, can be found here.
Key responsibilities
- Monitors the integrity of the Group’s financial statements
- Oversees and challenges the effectiveness of the Group’s systems of financial and other controls
- Monitors the work and effectiveness of the Group’s internal and external auditors and actuaries
- Meets privately with the External Auditor and Group Head of Audit in the absence of management
- The chair of the Audit Committee has regular one-to-one meetings with the CFO
- Oversee the Group’s financial and non-financial disclosures, including any climate-related financial disclosures
Members:
Gregor Stewart, Independent Non-Executive Director (Chair)
Mark Gregory, Independent Non-Executive Director
The audit function is overseen by a fully independent committee of the board of directors, which meets market standards.
During the year, the Committee approved fees of £1.6 million to Deloitte for services unrelated to audit work. The following is a breakdown of fees paid to Deloitte for the year ended 31 December 2023.
| 2023 | Fees £m |
Proportion |
| Audit fees |
3.6 | 88% |
Audit-related assurance services |
0.5 |
12% |
| Non-audit services |
- | 0% |
| Total fees for audit and other services |
4.1 | 100% |
Audit-related assurance services were in respect of the Group’s Solvency II reporting and the review of the Half Year report 2022, for which the Company’s External Auditor must be used. Further information in respect of audit fees paid to Deloitte is disclosed in note 10 to the consolidated financial statements.
The Board Risk Committee
The Board Risk Committee is responsible for providing oversight and advice to the Board in relation to current and emerging risk exposures of the Group and the strategic approach to managing risk , including determination of risk appetite and tolerance. It also has responsibility to promote a risk-aware culture within the Group and to review the design and implementation of the Enterprise Risk Management and Strategy Framework, Risk appetite and tolerances.
The Board Risk Committee operates under delegated authority from the Board and its terms of reference can be found here.
Key Responsibilities:
- Provide oversight and advice to the Board in relation to current and emerging risk exposures of the Group and the strategic approach to managing risk, including determination of risk appetite and tolerance
- Promote a risk-aware culture within the Group
- Review the design and implementation of the Enterprise Risk Management and Strategy Framework, risk appetite and tolerances
Members:
Mark Gregory, Independent Non-Executive Director (Chair)
Fiona McBain, Independent Non-Executive Director
David Neave, Independent Non-Executive Director
Dr Richard Ward, Independent Non-Executive Director and Senior Independent Director
The Remuneration Committee
The Remuneration Committee is responsible for the setting and oversight of the remuneration policy for the Group. The Committee is also responsible for considering senior executive remuneration, including pension rights and any compensation payments, recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance-related, schemes.
The Remuneration Committee operates under delegated authority from the Board and its terms of reference can be found here.
Key Responsibilities:
- Determines the policy for rewarding Directors and senior leadership for results that are generated within the risk appetite set by the Board and oversees how the Group implements its Remuneration Policy;
- Oversees the level and structure of remuneration arrangements for senior executives, approves share incentive plans, and recommends them to the Board and shareholders; and
- Reviews workforce remuneration and related policies and the alignment of incentives and rewards with culture.
Members:
Dr. Richard Ward, Independent Non-Executive Director and Senior Independent Director (Chair)
Danuta Gray, Chair of the Board
Tracy Corrigan, Independent Non-Executive Director
Mark Gregory, Independent Non-Executive Director
The Nomination and Governance Committee
The Nomination and Governance Committee is responsible for considering and making recommendations to the Board about the composition and chairmanship of the Board’s Committees. In addition, the Committee is responsible for keeping the structure, size and composition, as well as the skills, expertise and diversity, of the Board itself under regular review, and making recommendations to the Board about any proposed changes. The Nomination and Governance Committee also monitors executive succession planning, supporting management in the development of a diverse talent pipeline, and oversees the way in which the Group addresses corporate governance best practice.
The Nomination and Governance Committee operates under delegated authority from the Board and its terms of reference can be found here.
Key Responsibilities:
- Review Board composition
- Lead the process for Board appointments and make recommendations to the Board
- Ensure orderly succession plans are in place for the Board
- Oversee executive succession planning at a high level to ensure the development of a diverse Senior Management talent pipeline
- Oversee and monitor the corporate governance framework of the Group
- Monitor developments in governance and investor ESG expectations
Members:
Danuta Gray, Chair of the Board (Chair)
Tracy Corrigan, Independent Non-Executive Director
Mark Gregory, Independent Non-Executive Director
Carol Hagh, Independent Non-Executive Director
Adrian Joseph, Independent Non-Executive Director
Fiona McBain, Independent Non-Executive Director
Mark Lewis, Independent Non-Executive Director
David Neave, Independent Non-Executive Director
Gregor Stewart, Independent Non-Executive Director
Dr Richard Ward, Independent Non-Executive Director and Senior Independent Director
The Customer and Sustainability Committee
The Customer and Sustainability Committee monitors the implementation of the Sustainability strategy through regular updates on the different focus areas and challenges the robustness of, and progress against, targets relating to each strand of the Sustainability strategy. The Committee also ensures that best practice and thinking across the market is also considered as part of the Group’s own Sustainability approach. The Chair of the Committee reports to the Board on its proceedings after each meeting.
The Customer and Sustainability Committee operates under delegated authority from the Board and its terms of reference can be found here.
Key Responsibilities:
- Provide oversight and advice on how the Group conducts its business in a responsible and sustainable manner that reflects the Group’s vision and purpose
- Monitor the progress of the Group’s initiatives under its sustainability pillars
Members:
Tracy Corrigan, Independent Non-Executive Director (Chair)
Board Customer and Sustainability Committee
- Comprises three Non-Executive Directors
- Oversight of the Group strategy, policy and programme
- Reports to the full Board on a quarterly basis
Sustainability Advisory Group
- Chaired by a member of the Group Executive Committee and comprises senior managers
- Responsible for delivering the sustainability programme
- Ensures key stakeholder interests are represented
Group Sustainability Team
- Functional responsibility for the development and execution of the Group’s sustainability strategy
- Co-ordination of all sustainability activity for the Group
- Manages internal and external communications, reporting and benchmarks
The Investment Committee
The Investment Committee provides oversight of the Group’s investment strategy. In addition it also oversees the management and performance of the Group’s investment portfolio.
The Investment Committee operates under delegated authority from the Board and its terms of reference can be found here.
Key Responsibilities:
- Provide oversight of the Group’s investment strategy
- Oversee the management and performance of the Group’s investment portfolio
Members:
Fiona McBain, Independent Non-Executive Director (Chair)
Mark Gregory, Independent Non-Executive Director
Jane Poole, Chief Financial Officer
