For on the operation and responsibilities of Coats' Board committees:
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 2019 can be found on pages 59 to 63 of the Annual Report for the year ended 31 December 2019.
The Terms of Reference of the Committee are available to view here: Audit and Risk Committee Terms of Reference.
Chair: Mike Clasper
Members: 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 2019 can be found on pages 64 to 65 of the Annual Report for the year ended 31 December 2019.
The Terms of Reference of the Committee are available to view here: Nomination Committee Terms of Reference (PDF 0.1KB)
Chair: David Gosnell
Members: 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 2019 can be found on pages 70 to 85 of the Annual Report for the year ended 31 December 2019.
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). The proposed updated Remuneration Policy, which is being put to shareholders at the Annual General Meeting on 20 May 2020, can be found on pages 86 to 94 of the Annual Report.
An update reflecting details of changes to the implementation of the Directors Remuneration Policy for 2020 is now made. These changes, determined in the context of actions to cope with the business challenges arising from the COVID-19 outbreak, were not reflected in the 2019 Annual Report on Remuneration as they were taken after publication of the 2019 Annual Report. This disclosure is being made now to provide shareholders with additional context for the AGM resolution to approve the 2019 Annual Report on Remuneration at the AGM on 20 May 2020.