The Directors have established an Audit and Risk Committee, a Remuneration Committee, a Nomination and Governance Committee and a Sustainability and Culture Committee. The members of these committees are appointed principally from among the independent directors and all appointments to these committees shall be for a period up to three years, which may be extended provided the members continue to be independent. The terms of reference of the committees have been drawn up in accordance with the provisions of the Corporate Governance Code. A summary of the terms of reference of the committees is set out below. Each committee and each director has the authority to seek independent professional advice where necessary to discharge their respective duties, in each case at the Company's expense.
|Committee||Members (c designates chairman)||Independence|
|Audit and Risk||Enrique Dupuy de Lome Chavarri (C), Charlotte Pedersen and Anna Gatti||100%|
|Nomination and Governance||William A. Franke (C), Barry Eccleston and Charlotte Andsager||67%|
|Remuneration||Barry Eccleston (C), Anna Gatti and Anthony Radev||100%|
|Sustainability and Culture||Charlotte Andsager (C), Anthony Radev and Andrew Broderick||67%|
|Safety, Security & Operational Compliance Committee||Charlotte Pedersen (C), Andrew Broderick and Barry Eccleston||67%|
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to (a) financial reporting; (b) narrative reporting, including reviewing of the content of annual reports and accounts and advising the Board on whether, taken as a whole, reports are fair, balanced and understandable and provide the information necessary for shareholders to assess the company’s performance, business model and strategy; (c) internal controls and risk management systems; (d) whistleblowing and fraud; (e) internal audit; (f) external audit and (g) cyber security. Where the Audit and Risk Committee is not satisfied with any aspect of the proposed financial reporting by the Company, it shall report its views to the Board, however, the ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.
The Corporate Governance Code recommends that the Audit and Risk Committee should comprise at least three members, who should all be independent non-executive directors, and that at least one member should have recent and relevant financial experience. The membership of the Company's Audit and Risk Committee comprises four members, namely Enrique Dupuy de Lome Chavarri, Charlotte Pedersen and Anna Gatti all of whom are independent non-executive directors. Mr. Dupuy de Lome Chavarri is considered by the Board to have recent and relevant financial experience and is a chairman of the Audit and Risk Committee. No members of the Audit and Risk Committee have links with the Company's external auditors. The Company therefore considers that it complies with the Corporate Governance Code recommendation regarding the composition of the Audit and Risk Committee.
The Audit and Risk Committee will formally meet at least three times per year and otherwise as required. Chairman of the Board, Group Chief Executive Officer, Chief Financial Officer, Chief Digital Officer, other directors, Company’s risk, compliance and internal audit functions and representatives from the Company’s finance function may be invited to attend all or part of any meeting as and when appropriate and necessary. The Company's external auditor will be invited to attend meetings of the committee on a regular basis.
The Nomination and Governance Committee assists the Board in discharging its responsibilities relating to the composition of the Board. It is further responsible for evaluating the balance of skills, knowledge and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board on such matters.
The Corporate Governance Code provides that a majority of the members of the Nomination and Governance Committee should be independent non-executive directors. The Company's Nomination and Governance Committee is comprised of three members, namely William A. Franke, Barry Eccleston and Charlotte Andsager. The chairman of the Nomination and Governance Committee is Mr. Franke. The Company therefore considers that it complies with the Corporate Governance Code's recommendations regarding the composition of the Nomination Committee.
The Nomination and Governance Committee meets formally at least twice a year and otherwise as required.
The Remuneration Committee is responsible for setting the remuneration policy for all executive directors and the Chairman, including pension rights and any compensation payments, and recommending and monitoring the remuneration of the Senior Managers. Non-Executive Directors' fees will be determined by the full Board.
The objective of the Company's remuneration policy is to attract, retain and motivate executive management of the quality required to run the Company successfully without paying more than is necessary, having regard to the views of Shareholders and other stakeholders.
The Remuneration Committee is also responsible for making recommendations for the grants of awards under the Company's share option schemes. In accordance with the Remuneration Committee's terms of reference, no Director may participate in discussions relating to his own terms and conditions of remuneration.
The Corporate Governance Code provides that the Remuneration Committee should comprise at least three members, all of whom should be independent non-executive directors. The membership of the Company's Remuneration Committee comprises three members, namely Barry Eccleston, Anna Gatti and Charlotte Andsager all of whom are independent Non-Executive Directors. The chairman of the Remuneration Committee is Mr. Eccleston. The Company, therefore, considers that it complies with the Corporate Governance Code recommendations regarding the composition of the Remuneration Committee.
The Remuneration Committee meets formally at least twice each year and otherwise as required.
The Committee shall assist the Board in reviewing the Company’s policies and practice on sustainability. It ensures that the Company promotes long-term value creation and thus takes environmental issues into account in defining the Company’s strategy by submitting recommendations to the Board. In particular, the Committee shall: (a) review the Group’s sustainability strategy and its implementation; (b) examine the extra-financial risks and specifically those relating to environmental, social and societal issues; and (c) coordinate non-financial and diversity reporting processes in accordance with applicable legislation and international benchmarks.
The Committee shall also assist the Board in reviewing the Company’s policies and practice on culture. It ensures that the Company promotes diversity in all areas and enables an effective two-way communication between the management and employees thus taking social issues into account in defining the Company’s strategy by submitting recommendations to the Board. In particular, the Committee shall: (a) review the Group’s diversity strategy and targets and their implementation; and (b) review the Group’s employee relations, in particular the effectiveness of the People Council.
The Committee shall assist the Board with its oversight of the Group’s policies, practices, objectives and performance on safety, security and operational compliance.
The Committee shall in particular:
(a) oversee the Group’s safety, security and compliance management policies, objectives and their implementation to ensure the protection of the Group’s status as one of the world’s safest airlines;
(b) review and recommend to the Board for approval major corporate strategy, policy or statement related to safety and security;
(c) examine major risks relating to safety, security and compliance management and emergency response;
(d) review the Group’s compliance with all relevant statutory and regulatory obligations and its adoption of policies, standards and processes in accordance with best practices of the airline industry, and review actions for any significant non-compliance;
(e) receive regular reports on safety performance and monitor the safety, security and compliance performance indicators and formulate recommendations to the Board should significant deviations or non-compliances occur;
(f) receive reports from the Group Chief Operations Officer on performance, audit findings, major incidents, remedial actions and regulators’ recommendations or instructions;
(g) review industry trends and risks, including potential liabilities and changes in legislation and regulation, technological changes, and where appropriate, mitigation and remedial actions;
Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Committee Chair. The Board shall appoint the Committee Chair who shall be an independent non-executive director. Committee members should preferably have knowledge and experience of Aviation Operations and/or Safety Management. Members of the committee comprise three members, namely: Charlotte Pedersen (Chair), Andrew Broderick and Barry Eccleston.
The Committee shall meet at least three times a year and otherwise as required.
Appointments to the Committee shall be for a period of up to three years, which may be extended for further periods.