Corporate Governance

The Board consists of the Chairman, four further Non-Executive Directors and two Executive Directors, being the Chief Executive Officer and the Chief Financial Officer. The Company regards all of the Non-Executive Directors, including the Chairman, as independent within the meaning of the UK Corporate Governance Code. 

The Board is responsible for the leadership of the Company and the Group, and in discharging that responsibility it makes decisions objectively and in the best interests of the Group and its stakeholders. The Board sets the vision, culture, values and standards for the Group. The balance of the Board, together with the advice sought from the Executive Committee members and the Company’s external advisors, ensures that no one individual has unfettered powers of decision. The Board delegates day-to-day responsibility for the running of the Company to the Chief Executive.  

The Chair is responsible for the effective performance of the Board through a schedule of matters reserved for approval by the Board (comprising issues considered most significant to the Group in terms of financial impact and risk) and control of the Board agenda. 

The Board undertakes a formal evaluation of its own performance and that of its committees and individual Directors. Individual evaluation aims to show whether each Director continues to contribute effectively and to demonstrate commitment to the role (including commitment to time for Board and committee meetings and other duties). Evaluations are undertaken annually by self-assessment and the Chair’s performance is also evaluated by the other Non-Executive Directors at a separate meeting for this purpose each year. In addition, the Chief Executive is subject to an annual performance review with the Chair. 

The Board delegates the day-to-day running of the Company to the Executive Directors who, in turn, share the operational running of the Group with the Executive Committee. The Executive Committee is the primary body implementing operational management across the Group. The role of the Executive Committee is to review: 

• Financial performance, the budget and forecasts;
• Human capital management and resource allocation including capital expenditure; 
• Operational efficiency and developments (including Group IT, procurement and facilities);
• Product development; 
• Market development;
• Business continuity planning;
• Internal and external communications;
• Business transformation and change management; and
• Acquisition and disposal plans.

Members of the Audit Committee

Leslie-Ann Reed (Chair)
William Eccleshare
Carol Hosey

The main roles and responsibilities of the Audit Committee, which comprises three of the non-executive directors, are to: 

• Monitor the integrity of the financial statements of the Group and any public announcements relating to the Group’s financial performance, reviewing (and approving) significant financial reporting judgements contained in them;
• Review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process;
• Review and assess the Annual Report in order to determine that it can advise the Board that, taken as a whole, the Annual Report is fair, balanced and understandable, and provides shareholders with the information they need to assess the Company’s position and performance, business model and strategy;
• Make recommendations to the Board in relation to the appointment and terms of engagement of the external auditor and to review and approve levels of audit and non-audit remuneration;
• Develop and implement policy on the engagement of the external auditor to supply non-audit services;
• Review the effectiveness of the Group’s internal financial control and risk management systems;
• Review the Group’s financial and operational policies and procedures to ensure they remain effective and relevant;
• Oversee the whistleblowing arrangements of the Group and to ensure they are operating effectively; and
• Report to the Board on how it has discharged its responsibilities.

Members of the Nomination Committee

Colin Jones (Chair)
William Eccleshare
Carol Hosey
Leslie-Ann Reed

The key responsibilities of the Nomination Committee, which comprises all of the non-executive directors, include: 

• Reviewing the Board’s structure, size and composition;
• Reviewing the composition of Board Committees;
• Defining the role and competencies required for appointments to the Board;
• Identifying, nominating and reviewing candidates for appointment to the Board;
• Managing succession planning for all members of the Board and senior management team; and
• Reviewing the leadership needs of the organisation, including Executive and Non-Executive Directors as well as senior management.

Members of the Remuneration Committee

Carol Hosey (Chair)
Colin Jones
Leslie-Ann Reed
William Eccleshare

The primary responsibilities of the Remuneration Committee, which comprises all of the non-executive directors, include:

• Agreeing Executive Director base salary levels;
• Agreeing the performance against targets for annual bonuses;
• Agreeing the award levels and performance tests for LTIP awards;
• Reviewing and setting remuneration for the Directors and senior management;
• Reviewing workforce remuneration and alignment of workforce incentives and rewards; and
• Reviewing gender pay numbers.

A copy of the Remuneration Policy approved at the 2022 AGM can be viewed here.

The Companies (Miscellaneous Reporting) Regulations 2018 require the Company to publish a statement explaining how the Directors have given due regard for the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006 while performing their duty to promote the success of the Company for the benefit of its members as a whole. Centaur’s section 172 statement can be found in the latest Annual Report.

Risks that affect or may affect the business are identified and assessed, and appropriate controls and systems implemented to ensure that the risk is managed. The Group’s risk register is kept by the Company Secretary with the input from the Executive Committee and Head of Legal and is reviewed by the Audit Committee regularly with appropriate mitigation actions also being reported to and overseen by the Committee. The principal and emerging risks facing the Group, with associated mitigating controls, are detailed in the latest Annual Report within the Strategic Report.