Board and Committee Composition
The Board comprises of the Chair and six further directors, of these six directors, three are considered independent non-executive directors.
The Company has adopted the UK Corporate Governance Code and the Board has established four committees, an Audit Committee, a Risk Committee, a Nomination Committee and a Remuneration Committee.
The Composition of these committees is as follows:
Biographies for each of the members of the Board are available here.
The Chair of the board is Mark Hodges. The roles and responsibilities of the Chair have been set out in writing and agreed with the Board of Directors and are set out here.
Senior Independent Director
The Board has appointed John Castagno as the Senior Independent Director. The role and responsibilities of the Senior Independent Director is set out here.
Designated Workforce Director
The Board has appointed Helen Copinger-Symes as the designated non-executive director responsible for engagement with the workforce. The role and responsibilities of the Designated workforce director is set out here.
Audit Committee
The Audit Committee has responsibility for, among other things, the monitoring of the integrity of InvestAcc’s financial statements and the involvement of the auditors in that process. It focuses in particular on compliance with accounting policies, reviewing internal financial controls, and ensuring the effectiveness of the external audit, including considering the scope of the annual audit, and the extent of the non-audit work, undertaken by external auditors and advising on the appointment of external auditors. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly report remains with the board of directors of InvestAcc Group Limited (the “Board”).
The Audit Committee will meet at least four times a year at the appropriate times in the financial reporting and audit cycle.
The terms of reference of the Audit Committee is available here.
The Audit Committee is chaired by Martin Potkins who possesses the required skills and financial experience to do so as demonstrated in his biography.
Risk Committee
The Risk Committee will have responsibility for, among other things, advising the Board on risk appetite, tolerance and strategy (including the likelihood and impact of principal risks materialising, and seeking assurance on specific risks), and monitoring the effectiveness of the Enlarged Group’s risk management and internal control systems (including overseeing and seeking assurance regarding the adequacy and effectiveness of processes and procedures to manage risk and the internal control framework). The Risk Committee will also oversee and seek assurance on the effectiveness of management’s own processes for monitoring and reviewing the effectiveness of risk management and internal control systems and ensuring corrective action is taken when necessary.
The Risk Committee will meet at least four times a year.
The terms of reference of the Risk Committee is available here.
The Risk Committee is chaired by John Castagno who possesses the required skills and financial experience to do so as demonstrated in his biography.
Nomination Committee
The Nomination Committee will have responsibility for, among other things, considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It will also be responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary, taking into account challenges and opportunities facing the Company and the skills and expertise that will be needed on the Board in the future.
The Nomination Committee will meet at least four times a year.
The terms of reference of the Nomination Committee is available here.
The Nomination Committee is chaired by Mark Hodges, who as chair of the Board will not chair the Nomination Committee when dealing with his successor.
Remuneration Committee
The Remuneration Committee will have responsibility for, among other things, setting the remuneration strategy of the InvestAcc group, the determination of remuneration generally, and specific remuneration packages, for each member of the Board and senior management, reviewing the ongoing appropriateness and relevance of the remuneration policy, and establishing new long term incentive plans or other performance related schemes.
The Remuneration Committee will meet at least four times a year.
The terms of reference of the Remuneration Committee is available here.
The Remuneration Committee is chaired by Helen Copinger-Symes. Helen has not previously served as a member of a Remuneration Committee as is recommended under the UK Corporate Governance Code and so this will remain an area of non-compliance for the first twelve months following Helen’s appointment. Helen will undertake training and have access to the resources and supported needed for her role.
Disclosure Committee
The Disclosure Committee has responsibility for, among other things, the ongoing compliance of the InvestAcc group with the Market Abuse Regulation and overseeing the process by which information that is likely to have a significant impact on the Company’s financial instruments is disclosed publicly. The Disclosure Committee is also responsible for deciding whether information is “inside information”, and whether the disclosure of inside information can be delayed, for approving and/or preparing certain disclosures/statements, and managing communications with relevant regulatory bodies. Disclosure and delay of inside information should be in consultation with the Board or the Chair wherever practicable.
The roles and responsibilities for the Disclosure Committee is available here.
The Disclosure Committee comprises of Mark Hodges, James Corsellis, Will Self and Martin Potkins, and is chaired by Mark Hodges.