Role of the Board
The Board is responsible for promoting GBG’s long-term sustainable success. This is achieved through the establishment of an effective governance framework, which the Board oversees, keeping the interests of stakeholders central to the decision-making process.
The Board establishes the Group’s purpose and values and sets the Group’s strategy, including sustainability and climate goals, ensuring alignment with our culture. The Board holds management to account and maintains oversight of the Group’s internal control and risk management, including the Group’s risk appetite.
Specific key decisions and matters have been reserved for approval by the Board. The Matters Reserved for the Board can be found here.
The Chair, Senior Independent Director and Chief Executive Officer have defined roles and responsibilities, which can be found here.
Our Board Diversity Policy can be found here.
Audit & Risk Committee
The Audit & Risk Committee is chaired by Liz Catchpole and comprises the Non-Executive Directors, excluding the Chair. The Committee meets at least three times a year and these meetings are attended by the Group’s external auditor and, through invitation, the Executive Directors and the Chair.
The role of the Audit & Risk Committee is to provide oversight in the following areas:
- Financial reporting, including reviewing the financial statements and other formal announcements and challenging and reviewing the significant judgements contained in these documents
- Narrative reporting, including assessing that the content of the annual report is fair, balanced and understandable
- Internal controls and risk management systems
- Ensuring whistleblowing processes are robust, procedures to detect and prevent fraud are in place and that there are systems and controls for the prevention of bribery
- Internal audit, including agreeing the plan, findings and implementation of these findings
- Monitoring the relationship with the external auditor and reviewing the effectiveness, scope, objectivity and independence of auditor
- Approving the external auditor’s remuneration and terms of engagement, including making recommendations regarding its re-appointment
- Reporting to the Board on how the Committee has discharged its responsibilities throughout the year
The full terms of reference for the Audit & Risk Committee can be found here.
Remuneration Committee
The Remuneration Committee is chaired by Michelle Senecal de Fonseca and comprises the Non-Executive Directors. The Committee meets at least twice a year.
The role and responsibilities of the Remuneration Committee include:
- Recommending to the Board the remuneration strategy and framework for the Executive Director and senior management
- Overseeing the performance-related bonus scheme to ensure alignment with company objectives and shareholder interests
- Reviewing and approving remuneration packages, including salary, incentives, and other benefits
- Ensuring remuneration policies support the attraction, motivation, and retention of high-calibre talent
- Monitoring market trends and benchmarking to ensure competitiveness and fairness
- Reviewing the outcomes of performance evaluations in relation to remuneration decisions
- Reporting to the Board on how the Committee has discharged its responsibilities
The full terms of reference for the Remuneration Committee can be found here.
Nomination Committee
The Nomination Committee is chaired by Richard Longdon and comprises the Non-Executive Directors. The Executive Directors are able to attend by invitation. The Committee meets at least twice a year.
The role and responsibilities of the Nomination Committee include:
- Regularly reviewing the structure, size and composition of the Board and overseeing succession planning for Directors and the Executive Team
- Assessing the leadership requirements of the Group to ensure it remains competitive and well-positioned for future challenges
- Implementing and monitoring the Board’s diversity and inclusion policy, including the development of a diverse talent pipeline
- Identifying and nominating candidates for Board vacancies, and making recommendations on the reappointment and re-election of Directors
- Reviewing the results of Board evaluations and assessing whether Non-Executive Directors are devoting sufficient time to their roles
- Ensuring proper disclosure and management of any potential conflicts of interest and overseeing formal appointment processes including letters of appointment
The full terms of reference for the Nomination Committee can be found here.
Impact Committee
The Impact Committee is chaired by Michelle Senecal de Fonseca and membership comprises of the Board.
The role and responsibilities of the Impact Committee are:
- Overseeing the development and integration of the Group’s Impact strategy, ensuring it aligns with regulations, best practice, and GBG’s business objectives
- Setting strategic goals and short-term KPIs related to ESG, and monitoring performance against these targets
- Advising the Board on science-based targets and key ESG metrics and ensuring ongoing measurement and transparent reporting
- Reviewing and updating relevant policies and codes of practice to maintain compliance with national and international standards
- Evaluating emerging ESG issues and developments, assessing their potential impact on GBG’s strategy, operations, and reputation
- Working with other Board Committees and stakeholders to oversee ESG-related risks, resource allocation, and engagement, including workforce wellbeing and supply chain ethics
The full terms of reference for the Impact Committee can be found here.
Disclosure Committee
The Disclosure Committee is chaired by the CFO and membership comprises the Executive Directors, the Group Finance Director, the Group Head of Investor Relations and the Group Company Secretary.
The role and responsibilities of the Disclosure Committee include:
- Considering, on an ad hoc basis, whether information communicated to it by members of staff of the Company or the wider Group is inside information and, if so, the date and time at which that inside information first existed within the Company
- Considering whether the existence of inside information gives rise to an obligation to make an announcement as soon as possible and, if so, the nature and timing of that announcement, or whether the conditions to delay disclosure have been met
- Monitoring the status of confidential information (for example, relating to projects or transactions) that could potentially become inside information
The full terms of reference for the Disclosure Committee can be found here.
