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Board committees


Board committees

The Board as a whole is responsible for the strategic direction of the Group, and it accomplishes its function acting directly and through its committees. The Board has established three committees: the Remuneration Committee, the Audit and Risk Committee and the Nomination Committee.

Each committee have clear terms of reference, which are reviewed annually by the Board to ensure their relevance.

Remuneration Committee

To establish the Remuneration Policy for the Executive Directors. To determine the remuneration framework, including bonus and incentive plans, and levels of remuneration for the Executive Directors, the Chair, and other designated individuals and senior management, designed to support strategy and promote the long-term sustainable success of the Group.

Members: Roisin Donnelly (Chair), Dr John Bates and Annette Court. Under its terms of reference, the committee meets at least four times a year.

Audit and Risk Committee

To oversee the Group’s financial reporting, risk management, and internal control procedures and the work of Sage Assurance (Internal Audit) and the external auditor. Responsibilities also include overseeing the integrity, accuracy and consistency of the Group’s Sustainability and Environmental, Social, and Governance (ESG) non‑financial disclosures.

Members: Jonathan Bewes (Chair), Annette Court, Derek Harding and Sangeeta Anand. It meets at least four times a year.

Nomination Committee

To review the composition of the Board including structure and diversity of its committees, and to plan for progressive refreshing of its membership through effective succession planning. The committee ensures adequate Board training and oversees a talent development framework for senior management.

Members: Andrew Duff (Chair), Dr John Bates, Annette Court and Jonathan Bewes. The Nomination Committee meets at least three times a year.

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