Board & Committees

The Board determines:

• The Group’s purpose, strategy and business model for long-term value creation
• The Group’s appetite for risk and risk management policies
• The Group’s annual plan and budget, ensuring the Group has necessary resources to deliver the strategy
• Setting key performance indicators to measure performance against strategic objectives
• Reviewing and advising on stakeholder engagement, including shareholder engagement and engagement with the workforce, as well as Government and NGOs
• Considering proposals from management for acquisitions, disposals and other transactions outside ordinary delegated limits
• Material changes to accounting policies or practices
• Significant financial decisions
• Capital structure and dividend policy
• The effectiveness of the Group’s governance structure, including business conduct, ethics and whistleblowing
• Prosecution, defence or settlement of material litigation
• Group Remuneration Policy
• The terms of reference of Board Committees
• The Board structure, composition and succession

The Audit Committee comprises Rob Shuter (as Chair), Nicola Hodson, David Nussbaum, Erika Peterman and John Baxter CBE.

The Board is satisfied that the Committee have the requisite recent and relevant financial experience. The Company Secretary acts as Secretary to the Committee.

The Chairman of the Committee reports the Committee’s deliberations to the following Board meeting and, once agreed, the minutes of each meeting of the Committee are circulated to all members of the Board.

Role of the Audit Committee

The Audit Committee assists the Board to fulfil its oversight responsibilities. Its primary functions are to:

• Monitor the integrity of the financial statements and other information provided to shareholders
• Review significant financial reporting issues and judgements contained in the financial statements
• Advising the Board on whether the Committee believes the Annual Report and Accounts are fair, balanced and understandable
• Maintaining an appropriate relationship with the Group’s external auditor and reviewing the effectiveness and objectivity of the external audit process
• Maintaining and monitoring the non-audit services policy
• Reviewing the systems of internal control and risk management
• Monitoring and reviewing the effectiveness of the internal audit function
• Making recommendations to the Board (to put to shareholders for approval) regarding the appointment of the external auditor

The Remuneration Committee comprises Nicola Hodson (as Chair), Kim Keating, Rob Shuter, Andrea Bertone and Erika Peterman. The Company Secretary acts as Secretary to the Committee.

Role of the Remuneration Committee

The Committee’s principal responsibilities are to:

• Keep under review the implementation of the Directors’ Remuneration Policy
• Determine the remuneration strategy and framework for the Executive Directors and senior management, ensuring that executive remuneration is aligned to the Group’s purpose, values and strategy
• Determine, within that framework, the individual remuneration packages for the Executive Directors and senior management
• Approve the design of annual and long-term incentive arrangements for Executive Directors and senior management, including agreeing targets and payments under such arrangements
• Determine and agree the general terms and conditions of service and the specific terms for any individual within the remit of the Committee, either on recruitment or on termination
• Determine the policy for, and scope of, executive pension arrangements
• Oversee any major changes in employee remuneration throughout the Group, ensuring there is consistency with the culture and values of Drax