Coats

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Corporate Governance

Board Committees

Find out more about the operation and responsibilities of Coats' Board committees:

Overview

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 and Jakob Sigurdsson

The Audit and Risk Committee is responsible on behalf of the Board for, amongst other things:

Principal objectives of the Audit and Risk Committee

  • To monitor the integrity of the Group’s financial reporting processes.
  • To ensure that risks are carefully identified and assessed, and that sound systems of risk management and internal control are in place.

Key responsibilities

  • Oversee the accounting principles, policies and practices adopted in the Group’s accounts.
  • Oversee the external financial reporting and associated announcements.
  • Oversee the appointment, independence, effectiveness and remuneration of the Group’s external auditor, including the policy on the supply of non-audit services.
  • Conduct a competitive tender process for the external audit when required.
  • Review the resourcing, plans, reports and effectiveness of Internal Audit, which is independent from the Group’s external auditor.
  • Ensure the adequacy and effectiveness of the internal control environment.
  • Monitor the Group’s risk management processes and performance.
  • Ensure the establishment and oversight of fraud prevention arrangements and reports under the whistleblowing policy in conjunction with the Board.
  • Ensure the Group’s compliance with the 2018 UK Corporate Governance Code.
  • Provide advice to the Board on whether the Annual Report and Accounts, when taken as a whole, is fair, balanced and understandable and provides all the necessary information for shareholders to assess the Company’s performance, business model and strategy.

The Audit and Risk Committee's report on activities undertaken during the course of the year ended 31 December 2020 can be found on pages 66 to 70 of the Annual Report for the year ended 31 December 2020.

The Terms of Reference of the Committee are available to view here: Audit and Risk Committee Terms of Reference.

Nomination Committee

Chair: David Gosnell
Members: Nicholas Bull, Anne Fahy, Mike Clasper, Echo Lu, Fran Philip, Jakob Sigurdsson and Rajiv Sharma

The Nomination Committee is responsible on behalf of the Board for, amongst other things:

Principal objectives of the Nomination Committee

To make sure the Board comprises individuals with the necessary skills, knowledge and experience to ensure that it is effective in discharging its responsibilities and has oversight of all matters relating to corporate governance.

Key responsibilities

  • Reinforcing the culture and diversity expertise in the Board’s and senior management team’s composition and maintaining ongoing succession plans.
  • Considering ways to improve diversity in the pipeline for senior management roles.
  • Further strengthening of the senior management team.
  • Reviewing the Group’s talent management process.

The Nomination Committee's Report on activities undertaken during the course of the year ended 31 December 2020 can be found on pages 71 to 73 of the Annual Report for the year ended 31 December 2020.

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

Remuneration Committee

Chair: Echo Lu
Members: Nicholas Bull and Fran Philip

The Remuneration Committee is responsible on behalf of the Board for, amongst other things:

Key objectives of the Remuneration Committee

Our main objectives are to have fair, equitable and competitive reward packages that support our vision and help ensure that rewards are performance based and encourage longer term shareholder value creation.

Key responsibilities

  • Developing and approving the Remuneration Policy.
  • Implementing the remuneration policy.
  • Ensuring the competitiveness of reward.
  • Designing the incentive plans.
  • Setting incentive targets and determining award levels.
  • Review workforce remuneration and related policies and the alignment of incentives and rewards with culture.

The Remuneration Committee's Report on activities undertaken during the course of the year ended 31 December 2020 can be found on pages 79 to 95 of the Annual Report for the year ended 31 December 2020.

The Terms of Reference of the Committee are available to view here: Remuneration Committee Terms of Reference .

A copy of the Remuneration Policy as approved by shareholders at the Annual General Meeting held on 20 May 2020 is available to view here: Remuneration Policy.