The Board oversees Connect Group’s governance through its Board Committees, the responsibilities of which are set out in its terms of reference.
The role and responsibilities of the Committee are set out in its terms of reference, which are available below. The terms of reference, which address all matters set out in Disclosure and Transparency Rule 7.1 and the Code, are reviewed annually by the Committee and then referred to the Board for approval. The principal responsibilities of the Committee are:
- monitoring the integrity of the financial statements of the Company, including its Annual and Interim Reports, trading statements, preliminary results announcements and reviewing significant financial reporting issues and judgments which they contain;
- reviewing the content of the Annual Report and the Group Financial Statements and advising the Board whether, taken as a whole, they arefair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy;
- keeping under review the effectiveness of the Company’s internal financial controls and internal control and risk management systems including monitoring and reviewing the effectiveness of the internal audit function;
- considering and making recommendations to the Board as to the appointment, reappointment or removal of the external auditor and the approval of their remuneration and terms of engagement;
- assessing the external auditor’s independence and objectivity and the effectiveness of the audit process;
- reviewing the policy on the engagement of the external auditor to supply non-audit services;
- ensuring the Company maintains suitable arrangements for employees, customers, contractors and other external parties to raise matters of concern in confidence (Whistleblowing); and
- reviewing the regulatory compliance framework and the systems and controls for the prevention of fraud, tax evasion, modern slavery and bribery.
In addition, the Committee seeks to identify matters in respect of which we consider that action or improvement by the Company is needed, and appropriate recommendations are made to the Board as to the steps which should be taken to preserve and promote the integrity of the Company’s internal controls framework.
- the total individual remuneration package of each executive director and other senior executives including bonuses and share incentives.
Click below for our Audit Committee terms of reference.
The role and responsibilities of the Committee are set out in its terms of reference, which are available below. The terms of reference are reviewed annually by the Committee and then referred to the Board for approval. The principal responsibilities of the Committee are:
- reviewing the structure, size and composition of the Board including the skills, knowledge, experience and diversity of the directors;
- ensuring plans are in place for orderly succession planning for directors and senior management; and
- identifying and nominating candidates to fill Board vacancies.
Click below for our Nominations Committee terms of reference.
The Remuneration Committee’s terms of reference are available below, set out the responsibilities of the Committee which include:
- determining and agreeing with the Board the broad policy for the remuneration of the Chairman, executive directors and certain other senior executives;
- reviewing the on-going appropriateness and relevance of the remuneration policy;
- reviewing the policy for any performance related pay schemes operated for those below executive management level and approving total annual payments made under all performance related pay schemes;
- reviewing the design of all short and long term incentive plans for approval by the Board and, where required, by shareholders;
- determining the policy for the grant of share incentives to executive directors and senior executives, setting appropriate performance targets and approving the quantum of grants and vesting schedules;
- ensuring that contractual terms on termination, and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and
- determining the total individual remuneration package of each executive director and other senior executives including bonuses and share incentives.
Click below for our Remuneration Committee terms of reference.
The Company is required to make timely and accurate disclosure of all information that is required to be so disclosed to meet the legal and regulatory obligations and requirements arising from its listing on the London Stock Exchange. The role and responsibilities of the Committee are set out in its terms of reference, which are available below. The terms of reference are reviewed annually by the Committee and then referred to the Board for approval. The principal responsibilities of the Committee are:
- assisting in the design, implementation and periodic evaluation of disclosure controls and procedures;
- monitoring compliance with the Company's disclosure controls and procedures;
- resolving questions about the materiality of information which may be classified as ‘inside information’ or which is required to be disclosed to the market;
- identifying and alerting the Group’s Secretariat team to the existence of ‘inside information’ giving rise to the need for the creation of, or amendments to existing, insider lists;
- reviewing and advising on the scope and content of disclosure;
- reviewing any announcements dealing with significant developments in the Company's business and ensuring their accuracy;
- considering generally the requirement for announcements in the case of rumours relating to the Company and in the case of a leak of ‘inside information’ and, in particular, the need to issue holding announcements;
- immediately advising all directors not present at any meeting of any decision to make an announcement to the London Stock Exchange; and
- ensuring that, in the case of delayed disclosure, appropriate notifications are made to the competent authorities.