Corporate Governance
Combined Code
The Directors support high standards of corporate governance and comply fully with the Combined Code.
The Board Structure
The Board consists of the non-executive Chairman, 3 independent non-executive Directors, one non-executive Director representing PepsiCo and 2 Executive Directors. The Board considers that on appointment the Chairman was “independent” as defined in the Combined Code. Bob Ivell has been nominated as the senior independent director. In addition to her fiduciary obligations to act in the best interests of the Company, Joanne Averiss’ appointment letter requires her to discharge her duties in the interests of the Company notwithstanding her connection with PepsiCo. With the exception of Joanne Averiss, the Company regards all of its non-executive Directors as independent non-executive Directors within the meaning of “independent” as defined in the Combined Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee.
Audit Committee
The Audit Committee is chaired by Michael Shallow and its other members are Ben Gordon and Bob Ivell. The Audit Committee meets not less than three times a year and has responsibility for, amongst other things, monitoring the integrity of the Group’s financial statements and reviewing its summary financial statements. It oversees the Group’s relationship with its external auditors and reviews the effectiveness of the external audit process. The Committee gives due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the Listing Rules. It also has responsibility for reviewing the effectiveness of the Group’s system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board. The Board considers that Michael Shallow has recent and relevant financial experience. Further details are set out in his biography.
Download the Audit Committee Terms of Reference
Remuneration Committee
The Remuneration Committee is chaired by Bob Ivell and its other members are Gerald Corbet, Michael Shallow and Ben Gordon. The Remuneration Committee meets not less than three times a year and has responsibility for making recommendations to the Board (i) on the Group’s policy on the remuneration of Senior Management, (ii) for the determination, within agreed terms of reference, of the remuneration of the Chairman and of specific remuneration packages for each of the Executive Directors and the members of Senior Management, including pension rights, any compensation payments and (iii) for the implementation of employee share plans. The Remuneration Committee also ensures compliance with the Combined Code in this respect.
Download the Remuneration Committee Terms of Reference
Nomination Committee
The Nomination Committee is chaired by Gerald Corbett and its other members are Ben Gordon, Bob Ivell and Michael Shallow. The Nomination Committee meets not less than twice a year and has responsibility for making recommendations to the Board on the composition of the Board and its committees and on retirements and appointments of additional and replacement Directors and ensuring compliance with the Combined Code.
Download the Nomination Committee Terms of Reference
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