Annual report and accounts 2023 - Flipbook - Page 84
A.G. BARR p.l.c. Annual Report and Accounts 2023
Corporate Governance Report continued
Board
Maximum 9
Audit and Risk
Committee
Maximum 4
Remuneration
Committee
Maximum 4
Nomination
Committee
Maximum 3
ESG
Committee
Maximum 2
R.A. White*
9
–
4
3
2
S. Lorimer**
9
4
–
–
–
J.D. Kemp
9
–
–
–
–
Executive
Non-executive
J.R. Nicolson***
1
–
–
–
–
M. Allen****
9
1
1
3
–
W.R.G. Barr
9
–
–
3
–
S.V. Barratt
8
4
4
3
2
Z.L. Howorth†
9
1
4
1
2
D.J. Ritchie
9
4
4
3
–
N.B.E. Wharton
9
4
–
3
–
*
**
***
****
†
R.A. White attended Board committee meetings during the year by invitation.
S. Lorimer attended Audit and Risk Committee meetings during the year by invitation.
J.R. Nicolson resigned from the Board on 31 March 2022 and could have attended a maximum of one Board meeting.
M. Allen resigned from the Audit and Risk Committee on 31 March 2022 following his appointment as Chair of the Board and could have
attended a maximum of one Audit and Risk Committee meeting. M Allen attended a Remuneration Committee meeting during the year
by invitation.
Z.L. Howorth attended Audit and Risk Committee and Nomination Committee meetings during the year by invitation.
Committees of the Board
The terms of reference of the principal committees of
the Board – Audit and Risk, Remuneration, Nomination
and ESG – have been approved by the Board and are
available on the Company’s website, www.agbarr.co.uk.
Those terms of reference have been reviewed in the
current year and are reviewed at least annually. The
work carried out by the Nomination Committee in
discharging its responsibilities is summarised below.
The work carried out by the Audit and Risk Committee
is described within the Audit and Risk Committee’s
Report on pages 85 to 88. The work carried out by
the Remuneration Committee is described within the
Directors’ Remuneration Report on pages 104 to 105.
The work carried out by the ESG Committee is
described within the Responsibility Report on page 45.
82
The Board has a Market Disclosure Committee which
comprises S.V. Barratt, R.A. White, S. Lorimer and the
Company Secretary. The Market Disclosure Committee
meets only when required and is responsible for
overseeing the disclosure of information by the
Company to meet its obligations under the Market
Abuse Regulation and the Financial Conduct Authority’s
Listing Rules and Disclosure Guidance and
Transparency Rules. S.V. Barratt, R.A. White and S.
Lorimer attended the one meeting of the Market
Disclosure Committee held during the year.
The Board also has an Equity Investment Committee
which comprises M. Allen, R.A. White, S. Lorimer
and the Company Secretary. The Equity Investment
Committee meets only when required and is
responsible for overseeing the Company’s equity
investments in Elegantly Spirited Limited and MOMA
Foods Limited and any other future similar equity
investments in investee companies. M. Allen, R.A. White
and S. Lorimer attended the two meetings of the Equity
Investment Committee held during the year in relation
to equity investments in Boost Drinks Holdings Limited
and MOMA Foods Limited.
Nomination Committee
The Nomination Committee comprises M. Allen, W.R.G.
Barr, S.V. Barratt, D.J. Ritchie and N.B.E. Wharton. The
Nomination Committee is chaired by M. Allen. The
Nomination Committee leads the process for making
appointments to the Board and ensures that there is a
formal, rigorous and transparent procedure for the
appointment of new directors to the Board. The remit
of the Nomination Committee also includes reviewing
the composition of the Board through a full evaluation
of the skills, knowledge and experience of directors and
ensuring plans are in place for orderly succession for
appointments to the Board. When identifying potential
new directors for appointment to the Board, the
Nomination Committee retains the services of an
external search consultant. The Nomination Committee
makes recommendations to the Board on its membership
and the membership of its principal committees.
The Nomination Committee is required, in accordance
with its terms of reference, to meet at least once per
year. The Nomination Committee met three times
during the year and, amongst other matters, considered
the structure, size and composition of the Board and its
committees, cognisant of the need to ensure that they
have the right combination of skills, experience and
knowledge, and bearing in mind the length of service
of the Board as a whole and the need to regularly
refresh its membership. The Nomination Committee
considered a corporate succession plan for the Board
and senior management, based on merit and objective
criteria and cognisant of the need to build a diverse
and inclusive culture. The Nomination Committee
also approved the Board’s current mechanism for
workforce engagement and recommended the
workforce engagement terms of reference to the
Board for approval.
