Find out more about the operation and responsibilities of Coats' Board committees:

Overview

The Board has delegated specific responsibilities to each of the Audit and Risk, Nomination, Remuneration and Sustainability Committees.

• Each Committee has written terms of reference setting out its duties, authority and reporting responsibilities
• The Terms of Reference are kept under review to ensure they remain appropriate and reflect any changes in legislation, regulation or best practice. They are reviewed formally on an annual basis by the relevant Committee and the Board
• The Chair of each Committee reports on the proceedings of the previous Committee meeting at the following Board meeting matters

Audit and Risk Committee

Chair: Nicholas Bull
Members: Sarah Highfield (Chair Designate), Steve Murray and Jakob Sigurdsson

The Audit and Risk Committee is responsible on behalf of the Board for, amongst other things:

Principal objectives of the Audit and Risk Committee

• To monitor the integrity of the Group’s financial reporting processes.
• To ensure that risks are carefully identified and assessed, and that sound systems of risk management and internal control are in place.

Key responsibilities

• Oversee the accounting principles, policies and practices adopted in the Group’s accounts.
• Oversee the external financial reporting and associated announcements.
• Oversee the appointment, independence, effectiveness and remuneration of the Group’s external auditor, including the policy on the supply of non-audit services.
• Conduct a competitive tender process for the external audit when required.
• Review the resourcing, plans, reports and effectiveness of Group Internal Audit.
• Ensure the adequacy and effectiveness of the internal control environment.
• Monitor the Group’s risk management processes and performance.
• Ensure the establishment and oversight of fraud prevention arrangements and consider reports under the whistleblowing policy in conjunction with the Board.
• Develop and monitor the Audit and Assurance Policy.
• Ensure the Group’s compliance with the 2018 UK Corporate Governance Code.
• Reviewing the Group’s compliance with the Code. Provide advice to the Board on whether the Annual Report and Accounts, when taken as a whole, is fair, balanced and understandable and provides all the necessary information for shareholders to assess the Company’s performance, business model and strategy.

The Audit and Risk Committee's report on activities undertaken during the course of the year ended 31 December 2022 can be found on pages 71 to 76 of the Annual Report for the year ended 31 December 2022.

The Terms of Reference of the Committee are available to view here: Audit and Risk Committee Terms of Reference.

The Board and Audit and Risk Committee supports the publication of an Audit and Assurance Policy which can be found here. In response to the BEIS consultation on “Restoring Trust in Audit and Corporate Governance”, and our desire to take a proactive stance, we have produced the following statement which outlines in all key areas our approach to audit and assurance within the Group, including intended future developments.

Nomination Committee

Chair: David Gosnell
Members: Nicholas Bull, Sarah Highfield, Echo Lu, Steve Murray, Fran Philip and Jakob Sigurdsson

The Nomination Committee is responsible on behalf of the Board for, amongst other things:

Principal objectives of the Nomination Committee

• To make sure the Board comprises individuals with the necessary skills, knowledge and experience to ensure that it is effective in discharging its responsibilities.
• Oversight of the diversity and inclusion-related elements of ESG.

Key responsibilities

• Ensuring the appropriate composition of the Board and its Committees and overseeing a rigorous and transparent procedure for appointments to the Board.
• Maintaining ongoing succession plans for the Board and GET and reviewing the leadership needs of the organisation. Ensuring diversity in the pipeline for senior management roles.

The Nomination Committee's Report on activities undertaken during the course of the year ended 31 December 2022 can be found on pages 77 to 79 of the Annual Report for the year ended 31 December 2022.

The Terms of Reference of the Committee are available to view here: Nomination Committee Terms of Reference (PDF 0.1KB)

Remuneration Committee

Chair: Echo Lu
Members: Nicholas Bull, Steve Murray and Fran Philip

The Remuneration Committee is responsible on behalf of the Board for, amongst other things:

Key objectives of the Remuneration Committee

Our main objectives are to have fair, equitable and competitive reward packages that support our vision and help ensure that rewards are performance based and encourage longer term shareholder value creation.

Key responsibilities

• Implementing the Directors’ Remuneration Policy (the ‘Policy’)
• Ensuring the competitiveness of reward.
• Designing the incentive plans
• Setting incentive targets and determining award levels
• Reviewing workforce remuneration and related policies and the alignment of incentives and rewards with business strategy and culture

The Remuneration Committee's Report on activities undertaken during the course of the year ended 31 December 2022 can be found on pages 85 to 104 of the Annual Report for the year ended 31 December 2022.

The Terms of Reference of the Committee are available to view here: Remuneration Committee Terms of Reference.

A copy of the Remuneration Policy as approved by shareholders at the Annual General Meeting held on 11 June 2020 is available to view here: 2020 Remuneration Policy.

A copy of the 2023 Remuneration Policy is available to view here. This will be subject to a binding shareholder vote at the 2023 AGM on 17 May 2023. If approved, the policy will apply for a period of up to three years from the date of approval.

Sustainability Committee

Chair: David Gosnell
Members: Nicholas Bull, Fran Philip and Rajiv Sharma

The Sustainability Committee is responsible on behalf of the Board for, amongst other things:

Key responsibilities

• provide strategic oversight and monitor the execution of the Company’s sustainability strategy and initiatives.
• oversee, review and provide input as required to refine, enhance and accelerate the progress of the Company’s sustainability strategy, projects and targets.
• elicit and provide external experience and insights from other companies and industries.
• to provide input as required and appropriately monitor the environmental and employee engagement-related social elements of the Company’s environmental, social and governance (‘ESG’) activities.

The Terms of Reference of the Committee are available to view here: Sustainability Committee Terms of Reference.