Board committees

GBG Audit & Risk, Remuneration, Nomination and ESG Committees

Audit & Risk Committee

The Audit & Risk Committee is chaired by Liz Catchpole and comprises the Non-Executive Directors. The Committee meets at least twice a year and these meetings are attended by the Group’s external auditor and, through invitation, the Executive Directors.

The Audit Committee is responsible for ensuring that the financial performance of the Group is properly prepared, reviewed and reported. Our role includes ensuring the integrity of the financial statements including examining documentation relating to the Annual Report, Interim Report, preliminary announcements and other related reports. We are responsible for reviewing internal control systems, risk management systems and the accounting principles, policies and practices adopted for preparing public financial information.

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
•   Risk management and related controls and compliance
•   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
•   Internal audit, including agreeing the plan, findings and implementation of these findings
•   Ensuring whistleblowing processes are robust
•   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 primary role & responsibilities of the Remuneration Committee are:

• to recommend to the Board the remuneration strategy and framework for the executive director and senior managers, including the performance-related bonus scheme.

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 and CEO. The other Executives are able to attend by invitation. The Committee meets at least twice a year.

The primary role & responsibilities of the Nomination Committee are:

• ensure that appropriate procedures are in place for the nomination and selection of candidates for appointment to the Board, having regard to the balance of skills, experience, independence and knowledge of the Board; and
• make recommendations to the Board regarding new appointments, the re-election of Directors, succession planning and Board composition having due regard for the benefits of diversity on the Board, including gender.

The full terms of reference for the Nomination Committee can be found here.

Environmental, Social and Governance (ESG) Committee

The ESG Committee is chaired by Michelle Senecal de Fonseca and membership comprises of the Board.

The primary role & responsibilities of the ESG Committee are:

• represent the Board in defining the Group's strategy relating to ESG matters; and
• review practices and initiatives of the Group relating to ESG matters ensuring they remain effective and up to date

The full terms of reference for the ESG Committee can be found here.