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 and the Audit & Risk Committee.

Matters reserved for the Board include:

  • Strategy and management, including responsibility for the overall leadership of the Group, setting the Group's values and standards and overview of the Group's operational management.
  • Structure and capital including changes relating to the Group’s capital structure and major changes to the Group’s corporate structure including acquisitions and disposals and changes to the Group’s management and control structure.
  • Financial reporting including the approval of the half-yearly report, interim management statements and preliminary announcement for the final results. Also the approval of the dividend policy, the setting and approval of treasury policies and establishing and maintaining accounting policies.
  • Internal controls, ensuring that the Group manages risk effectively and approves all acquisitions, disposals of assets and share acquisitions.
  • Contracts, including approval of all major capital projects and major investments including the acquisition or disposal of more than 3% in the voting shares of any company or the making of any takeover offer.
  • Any changes to the structure, size and composition of the Board.
  • Ensuring satisfactory communications with shareholders.

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.

 

Board committees

We have three committees focused on audit and risk, board nomination and board remuneration.

Committee membership

Member

Nomination committee

Audit and risk committee

Remuneration committee

Sir Ian Powell

O

 

 

Gillian Sheldon

x

x

x

John Cresswell

x

x

x

Georgina Harvey

x x O

Matthew Lester

x

O

x

Baroness Lucy Neville-Rolfe

x

x

x

Andrew Williams

x

x

x


O - Chair ¡ Member

Downloads

Nomination

View the Terms of Reference of the Nomination Committee.

Download

Audit and Risk

View the Terms of Reference of the Audit and Risk Committee

Download

Remuneration

View the Terms of Reference of the Remuneration Committee

Download

Governance

View the corporate governance statement from our 2019 report.

Download

Find out more

01

About Capita

Capita is a consulting, digital services and software business, delivering innovative solutions every day.

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02

Board of directors

We have a talented and substantial team supporting our performance and growth.

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03

Executive committee

Capita’s executive committee consists of functional heads, accountable for their function or division.

Learn more