Committees

We are committed to the highest standards of corporate governance

Corporate governance

The Board is committed to highest standards of corporate governance and, as such, has established an audit and risk committee, a nomination committee and a remuneration committee. If the need should arise, the Board may set up additional committees as appropriate.​​​

Committees

The Audit Committee is composed of six members, Pierre Bouchut, Brendan Connolly, Maria Fernanda Mejía and Grazyna Piotrowska-Oliwa who are Independent Non-executive Directors and Neil Brown and Helen Bouygues, who are Non-executive Directors. Four out of the six members are independent (within the meaning of the WSE Corporate Governance Code) and therefore the composition of the committee meets the requirements set by the terms of reference as described below. The Audit Committee reports directly to the Non-executive Directors. The Audit Committee assists the Board of Directors with its oversight responsibilities regarding the quality and audit and risk of the Financial Statements, the compliance with legal and regularity requirements, the auditors’ qualifications and independence, internal audits and other related matters.

The Remuneration Committee is composed of five members, Brendan Connolly (chair of the Remuneration Committee), Pierre Bouchut and Grazyna Piotrowska-Oliwa who are Independent Non-executive Directors and Paul Soldatos and Neil Brown who are Non-executive Directors. Three out of the five members are independent (within the meaning of the WSE Corporate Governance Code) and therefore the composition of the committee meets the requirements set by the terms of reference as described below. The Remuneration Committee assists the Board of Directors with the implementation and development of remuneration and benefits policies, including bonuses for the Directors.

The Remuneration Committee shall be responsible for preparing the decision-making of the Non-executive Directors regarding the determination of remuneration. In addition, the Remuneration Committee shall further be responsible for reporting to the Non-executive Directors on the implementation of the remuneration in each financial year in light of corporate goals and objectives relevant to the remuneration in line with the Company’s remuneration policy.

The Nomination Committee is composed of four members, Richard Burrows (chair of the Nomination Committee) and Maria Fernanda Mejía, who are Independent Non-executive Directors and Paul Soldatos and Helen Bouygues who are Non-executive Directors. Two out of the four members are independent (within the meaning of the WSE Corporate Governance Code) and therefore the composition of the committee meets the requirements set by the terms of reference as described below. The Nomination Committee assists the Board of Directors with the selection and appointment of the Directors.

The duties of the Nomination Committee include preparing the selection criteria and appointment procedures for the Board of Directors, proposing the profile for the Non-executive Directors. The Nomination Committee also periodically assesses the scope and composition of the Board of Directors and the functioning of the individual directors, proposes appointments and reappointments, supervises the Board of Directors’ policy on selection criteria and appointment procedures for the Executive Directors.