Audit Committee
The Audit Committee is principally responsible for reviewing, and reporting to the Board on the Group’s financial reporting, maintaining an appropriate relationship with the Group’s Auditor and monitoring the internal financial control systems. All members are considered independent by the Company having no day-to-day involvement with the Company.
Nominations Committee
The Nominations Committee is principally responsible for ensuring our Board and its Committees have the correct balance of skills, knowledge and experience and ensuring adequate succession plans are in place. All members are considered independent by the Company having no day-to-day involvement with the Company.
Remuneration Committee
The Remuneration Committee is principally responsible for establishing the Group’s Remuneration Policy and ensuring there is a clear link between our performance and the remuneration we pay. All members are considered independent by the Company having no day-to-day involvement with the Company.
S.430(2B) Statement
The information set out below is provided in accordance with section 430(2B) of the Companies Act 2006. It will remain on the Company’s website until the 2025 Annual Report (containing the 2025 Directors’ Remuneration Report) is published.
Nigel George stepped down from the Board on 31 March 2026. Nigel will remain a full-time employee until 11 August 2026 and will then continue to support the business as a consultant working on a number of projects for a period which is expected to be until March 2028.
Fixed pay: Nigel will continue to receive his salary, benefits and pension until 11 August 2026. Nigel will not receive any payment for loss of office.
Annual bonus: Nigel was eligible for a bonus for the year ended 31 December 2025 and will be eligible for a bonus for the period 1 January to 11 August 2026. Details will be included in the 2025 and 2026 Directors’ Remuneration Reports.
Outstanding deferred bonus awards and performance share awards: Nigel will be treated as a good leaver in respect of his outstanding deferred bonus awards (which will vest at the normal time) and his outstanding performance share awards (which will be capable of vesting at the normal time subject to performance with any amounts that vest being subject to a two-year holding period). No long-term incentive award has been granted to Nigel in respect of 2026.
Sharesave options: Nigel continues to hold his outstanding Sharesave options which mature in November 2026.
Shareholding guidelines: Nigel is required to continue to hold shares in accordance with the Group’s post-employment shareholding guidelines.
Responsible Business Committee
The Responsible Business Committee is principally responsible for monitoring the Group’s corporate responsibility, sustainability and stakeholder engagement activities. The Responsible Business Committee is composed of two independent Non-Executive Directors, an Executive Director and four workforce-nominated employees.
Risk Committee
The Risk Committee is principally responsible for reviewing and monitoring the Group’s key risks and the effectiveness of the risk management systems and non-financial internal controls. All members are considered independent by the Company having no day-to-day involvement with the Company.