Corporate governance

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 Responsible Business 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 responsible business.

O - Chair x - Member

Pablo Andres, CFO, is not a member of the above Committees, although he may attend Committee meetings at the invitation of the Committee chair.