The Board is assisted by three Board Committees to which it delegates matters as appropriate. Each Committee has full terms of reference that have been approved by the Board and are reviewed annually.
The standing committees are the Audit, Nomination and Remuneration Committees. The Chair of each Committee reports directly to the Board after each meeting to provide updates on key areas of discussion. The Committees report and make recommendations to the Board, allowing the Board to maintain oversight of all Committee activities. The Board also has a Disclosure Committee which meets when required and is responsible for overseeing the disclosure of information by the Company to meet its obligations as a listed company.
The Board may constitute further committees for regular long-term duties or to address specific short-term situations, as needed. The Board may also call on a number of Directors to form a sub-committee for an individual decision or authorisation, such as the approval of quarterly results.
The Audit Committee monitors the integrity of the Group’s external reporting and provides oversight and governance of the Group’s internal controls, risk management and the relationship with external auditors.
“The Committee holds discussions throughout the year on a broad range of topics and meetings are held with management, and internal and external audit, providing the Committee with insight into the Company’s progress towards its targets and full-year performance.”
Members and terms of reference
- Chair – Emer Finnan (Independent Non-Executive Director)
- Member – William Eccleshare (Senior Independent Director)
- Member – Hounaïda Lasry (Independent Non-Executive Director)
- Member – Romeo Lacerda (Independent Non-Executive Director)
The Nomination Committee is responsible for Board appointments, succession planning and reviewing the structure, size and composition of the Board, ensuring that there is a healthy balance of skills, knowledge, experience and diversity on the Board.
“The Committee regularly reviews and assesses the aggregate skills, experience and knowledge of each of the Directors in light of the current and future needs of the Board. For the appointment of new Directors to the Board, the Committee follows a formal, rigorous and transparent process which includes the approval of search criteria, the need for a diverse list of potential candidates to support its development of a diverse pipeline, the use of an external search consultancy, and stage by stage interviews.”
Members and terms of reference
- Chair – Ian Durant (Chairman)
- Member – William Eccleshare (Senior Independent Director)
- Member – Emer Finnan (Independent Non-Executive Director)
- Member – Georgina Harvey (Independent Non-Executive Director)
- Member – Hounaïda Lasry (Independent Non-Executive Director)
- Member – Romeo Lacerda (Independent Non-Executive Director)
Nomination Committee terms of reference
The Remuneration Committee is responsible for setting the Remuneration Policy and individual compensation for the Chairman, Executive Directors and senior management to ensure that it is in line with the long-term interests of the Group.
“Our Directors’ Remuneration Policy is designed to support our overall vision to become the world’s most dynamic soft drinks company, creating a better tomorrow. Our people are at the heart of our business. Our aim is to attract, engage and retain the very best talent from across our global sector.”
Members and terms of reference
- Chair – Georgina Harvey (Independent Non-Executive Director)
- Member – William Eccleshare (Senior Independent Director)
- Member – Hounaïda Lasry (Independent Non-Executive Director)
