The Company will seek to ensure that its governance processes and procedures evolve appropriately as the business evolves to continue to protect the interests of the Company and its shareholders.
The Company’s Board of Directors sets Yellow Cake’s purpose, strategy and values, and is collectively responsible for promoting and safeguarding the long-term sustainable success of the Company. It assesses the basis on which the Company generates and preserves value over the long term.
The committee assists the Board in fulfilling its responsibilities by, inter alia, reviewing and monitoring the integrity of the financial statements of the Company, ensuring that the Company’s financial statements comply with the requirements of the UK Corporate Governance Code 2018 (the “Code”) and overseeing the Company’s relationship with its external auditor.
The committee is also mandated to keep under review the Company’s internal control and risk management systems and to report to the Board. In line with the recommendations of the Code, the Board Chairman is not a member of the Audit Committee. The Chief Financial Officer and external auditor are invited to meetings of the Audit Committee on a regular basis and other non-members may be invited to attend all or part of any meeting as and when appropriate.
The committee meets at least twice each financial year and has unrestricted access to the Company’s auditor.
The Audit Committee comprises three Independent Non-Executive Directors: Alan Rule (Chair), Sofia Bianchi and Alexander Downer.
The committee’s responsibilities include setting the remuneration policy for Executive Directors and for determining the total individual remuneration package of the Chairman and the Executive Directors. In determining remuneration policy, the committee takes account of the need to align executive remuneration to the Company’s purpose and values and to clearly link this to the successful delivery of the Company’s long-term strategy.
The committee meets four times a year.
The Remuneration Committee comprises four Independent Non-Executive Directors: The Hon Alexander Downer (Chairman), The Lord St John of Bletso, Sofia Bianchi and Alan Rule.
The committee assists the Board in fulfilling its responsibilities by, inter alia, reviewing the structure, size and composition of the Board, as well as the Board Committees. When evaluating the composition of the Board, the committee considers the length of service of the Board as a whole and any requirements as to tenure set out in the Code.
The committee oversees appointments to the Board and is responsible for overseeing a diverse pipeline for succession to both the Board and senior management. Appointments and succession plans are based on merit and objective criteria, and new appointments to the Board are subject to a rigorous approval process. Within this context, the committee aims to promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.
The committee meets at least once a year.
The Nomination Committee comprises the The Lord St John of Bletso (Chair), Sofia Bianchi, The Hon Alexander Downer and Alan Rule.
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