Role of the Board

The Board retains certain matters for its own preserve with other specific responsibilities delegated to its principal committees, namely the Nomination Committee, the Remuneration Committee, the Environmental, Social and Governance (ESG) Committee and the Audit & Risk Committee.


Matters reserved for the Board include:

  • Establishing the Group’s purpose, values and strategy, and ensuring their alignment with culture.

  • Approving annual operating and capital expenditure budgets.

  • Ceasing to operate all or a material part of the Group’s business.

  • Changes to the Group’s capital and corporate structure.

  • Approval of half-year and full-year results and reports.

  • Approval of dividend policy and declaration/recommendation of dividends.

  • Approval of significant changes to accounting policies or practices.

  • Approval of key polices.

  • Approval of risk management framework.

  • Approval of major investments, disposals, capital projects or contracts.

  • Approval of bank borrowings, debt facilities, guarantees and indemnities.

  • Approval of resolutions and corresponding documentation to be put to shareholders at a general meeting.

  • Approval of changes to the structure, size and composition of the Board.

  • Approval of remuneration policy for directors and senior management.


We have four committees focused on audit and risk, board nomination, board remuneration and environment, social and governance (ESG).


    The Nomination Committee is responsible for the composition of the Board. It oversees the Board's succession planning, the identification and assessment of potential Board candidates and makes nominations to the Board for its approval as appropriate. It monitors corporate governance issues and the Group's diversity statement is reviewed and recommended by this committee.

    The Audit and Risk Committee is responsible for overseeing the accounting, audit and financial reporting policies and process for the Group. It reviews the effectiveness of the external audit process and assesses the adequacy of the systems of internal control and risk management. It monitors the Group's risk profile and obtains assurance that principal risks have been properly identified and appropriately managed.

    The Remuneration Committee is responsible for setting the policy for executive directors’ and senior executives’ remuneration, approving individual remuneration awards and agreeing changes to senior executive incentive plans.

    The Environmental, Social and Governance (ESG) Committee oversees Capita’s conduct as a responsible business and validates through ESG principles our approach to being a purpose-led business.

    Committee membership from 1 January 2024

    Audit and risk committee
    Nomination committee
    Remuneration committee
    ESG Committee

    David Lowden





    Nneka Abulokwe OBE





    Neelam Dhawan





    Georgina Harvey





    Adolfo Hernandez




    Brian McArthur-Muscroft





    O - Chair x - Member

    Committee and governance downloads


    View the Terms of Reference of the Nomination Committee.

    Audit and Risk

    View the Terms of Reference of the Audit and Risk Committee.


    View the Terms of Reference of the Remuneration Committee.


    View the Terms of Reference of the Environmental, Social and Governance (ESG) Committee.


    View the corporate governance statement from our 2023 report.

    s430(2B) statement

    View the Companies Act Section 430(2B) statement – Jon Lewis.

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