Coats

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Corporate Governance

Board Committees

For on the operation and responsibilities of Coats' Board committees:

Overview

The Board has delegated specific responsibilities to each of the Audit and Risk, Nomination and Remuneration 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 Chairman of each Committee reports on the proceedings of the previous Committee meeting at the following Board meeting matters

Audit and Risk Committee

Chair: Anne Fahy
Members: Nicholas Bull, David Gosnell and Alan Rosling

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

  • the financial reporting process, the integrity of the financial statements of the Group, and any other formal announcements relating to its financial performance and reviewing significant financial reporting judgments contained in them;
  • the effectiveness of the internal financial controls and the internal control and risk management systems of the Company;
  • the Company’s policy on the supply of non-audit services by the external auditor; and
  • on behalf of the Board for agreeing the terms of engagement of the external auditor, the auditor’s remuneration, confirming the auditor’s independence and its objectivity as well as monitoring the effectiveness of the external audit process.

The Audit and Risk Committee's report on activities undertaken during the course of the year ended 31 December 2018 can be found on pages 52 to 56 of the Annual Report for the year ended 31 December 2018.

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

Nomination Committee

Chair: Mike Clasper
Members: Mike Allen, Nicholas Bull, Anne Fahy, David Gosnell, Echo Lu, Fran Philip, Alan Rosling and Rajiv Sharma

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

  • establishing and agreeing with the Board a broad policy for appointments to the Board of Directors of the Company;
  • regularly reviewing the balance and effectiveness of the Board, including; its structure, size, diversity and composition to consider succession planning;
  • identification and nomination of candidates to fill any Board or, if required GET, vacancies and liaising with other committees of the Board to ensure the leadership needs and skills required to carry this forward are met; and
  • to keep under review the leadership needs of the Company and the Group, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.

The Nomination Committee's Report on activities undertaken during the course of the year ended 31 December 2018 can be found on pages 50 to 51 of 56 of the Annual Report for the year ended 31 December 2018.

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

Remuneration Committee

Chair: David Gosnell
Members: Mike Allen, Echo Lu, Fran Philip and Alan Rosling

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

  • monitoring and evaluating the effectiveness of the Company’s remuneration policy;
  • ensuring the policy remains aligned with the interests of all the Company’s stakeholders and provides an effective framework that enables the Company to attract, retain and incentivise executives that the Company needs to meet its objectives; and
  • determining remuneration for the Company’s Directors taking into account the need to recruit and retain Directors who have the suitable skills and experience to perform in the interests of the Company and its shareholders, while paying no more than is necessary.

The Remuneration Committee's Report on activities undertaken during the course of the year ended 31 December 2018 can be found on pages 57 to 71 of the Annual Report for the year ended 31 December 2018.

The Terms of Reference of the Committee are available to view here: Remuneration Committee Terms of Reference (PDF 0.2KB)

A copy of the Remuneration Policy as approved by shareholders at the Annual General Meeting held on 17 May 2017 is available to view here: Remuneration Policy (PDF 0.1KB)

An update regarding the implementation of the Remuneration Policy was agreed by the Committee in May 2016 and is available to view here: Update to implementation of the Remuneration Policy (PDF 0.1KB)