Board of Directors and Committees

UK listed boards combine executives and independent, non-executive directors (NEDs). The Code recommends that at least half the board, excluding the chairman, comprises independent NEDs. The Code also recommends that there is a clear division of responsibilities at the head of the company and so practically all boards separate the roles of chairman and chief executive.  Most boards maintain an audit committee, a remuneration (compensation) committee and a nomination committee. Other committees that might be constituted by the board are a risk committee, sustainability committee and disclosure committee (in general the disclosure committee is formed to deal with the Market Abuse Regulation).

The Audit Committee

UK implementation of the European Union's Statutory Audit Directive, in the Disclosure Guidance and Transparency Rules, imposes a requirement, for all companies whose securities are traded on a regulated market in the EU to have an audit committee (or equivalent body). The Disclosure Guidance and Transparency Rules include details of the minimum functions of the audit committee. The Code also includes provisions on the composition and role of the audit committee and these are fully compatible with the Disclosure Guidance and Transparency Rules requirements. The Code recommends audit committees be comprised of at least three members, all of whom should be independent non-executive directors and one of whom should have recent and relevant financial experience. The chairman cannot be a member of the Audit Committee, even for companies outside the FTSE 350. The Disclosure Guidance and Transparency Rules expect the audit committee to have at least one member with experience in accounting and/or auditing, but indicate that this requirement can be met by meeting the Code composition requirements for recent and relevant financial experience. There is also a requirement for the audit committee as a whole to have competence relevant to the sector in which the company operates Under the Competition & Markets Authority’s final Order (relevant to FTSE 350 Companies), the audit committee has increased responsibilities in relation to supervision of the external audit relationship, which largely puts existing best practice on a statutory basis.   

The Remuneration Committee

Executive pay remains a topic of considerable debate in the UK. Investors keep close watch on pay schemes that exceed accepted norms.  Share option schemes are common, as are restricted share unit schemes. Service contracts for chief executives are also watched to ensure that payouts on departure do not exceed one year's remuneration.  Some investors require pension contributions to be capped at a similar percentage to the company's workforce.  Shareholders have sought to increase their power over remuneration through binding votes. In August 2013, new Directors' remuneration regulations were approved by Parliament and the remuneration policy report is also now subject to a binding shareholder vote.  As a result, the remuneration committee is being made more accountable to shareholders for directors’ remuneration. Under the 2018 Code, before appointment the chair of the remuneration committee should have served on a remuneration committee for at least 12 months

The Companies (Miscellaneous Reporting) Regulations 2018 require quoted and UK registered companies with more than 250 UK employees to annually publish and justify the pay difference between chief executives and their staff – known as ‘pay ratios’. Such companies also need to illustrate the effect of future share price increases on executive pay outcomes to inform shareholders when voting on long-term incentive plans.

The Nomination Committee

Together with the audit and remuneration committees, the nomination committee makes up the three standing committees of a listed company’s board of directors.  This committee is charged with the critical role of enhancing the quality of nominees to the board through effective succession planning analysis, setting policy around board appointments, including diversity, and specifying descriptions of the role and capabilities required for board appointments in light of existing skills and experience of current board members.  The nomination committee is receiving more attention due to shareholders and regulators questioning the integrity of board appointments from a quality and diversity perspective.  

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