The Board of Directors is unambiguously and collectively responsible and accountable for the company’s activities and takes all final decisions on matters of fundamental concern within its remit. Subject to this, the Board of Directors can delegate its powers to committees and/or to management (i.e., to the executive directors and other members of the Strategic Leadership Team (SLT) and the Senior Management Team (SMT)). The Corporate and Academic Governance Framework includes a Statement of Primary Responsibilities of the Board of Directors as well as details of matters reserved to the Board.
The Board has the power to establish appropriate Board committees, in order to allow for a more effective discharge of its duties.
In accordance with Regulation 4 of the Articles, the following Committees are established:
- Audit and Risk Committee
- Nominations and Governance Committee
- Remuneration Committee
- Equality, Diversity and Inclusion Committee
The membership and Terms of Reference for each of these committees are set out in Sections 2.4.1, 2.4.2, 2.4.3 and 4.1 of the Corporate and Academic Governance Framework.
To ensure the independence of the Audit and Risk Committee, the company’s executive directors and investor directors are excluded from its membership.
The Audit and Risk Committee has established an internal audit function to be undertaken by a different firm of accountants to that which undertakes the external audit function.
With regards to the Remuneration Committee, Section 2.4.3 of the Corporate and Academic Governance Framework excludes the executive directors from its membership.
Powers delegated to management
Subject to the responsibilities of the Board of Directors (and, in particular, the responsibility of the Board to make any decisions which could pose a significant reputational or financial risk), a number of powers are delegated to management (i.e. to the executive directors and other members of the Strategic Leadership Team (SLT) and Senior Management Team (SMT)). These powers are set out in Section 2.5.1 of the Corporate and Academic Governance Framework, which sets out the powers that have been delegated to management.