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, Remuneration and Nomination 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, Alan Rosling,

The Committee is responsible on behalf of the Board for monitoring:

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

Remuneration Committee

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

The 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 including the Chairman. The committee takes 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 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)

Nomination Committee

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

In summary, the 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
  • establishing a formal process of reviewing the balance and effectiveness of the Board, including; its structure, size and composition, succession planning, identification and nomination of candidates to fill any vacancies and liaising with other committees of the Board to ensure the leadership needs and skills required to carry this forward are met.

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