ESG Report 2022 single pages web - Flipbook - Page 60
Governance (continued)
EXECUTIVE ROLES AND RESPONSIBILITIES
Board and committee composition
1
2
4
CHAIRMAN
EXECUTIVE DIRECTORS
INDEPENDENT
NON-EXECUTIVE DIRECTORS
THE BOARD
The operation of the Board is
documented in a formal schedule
of matters reserved for its approval,
which is reviewed annually.
COMMITTEES
RWS has two specialised committees, the Audit
Committee and the Remuneration Committee.
AUDIT COMMITTEE
The Audit Committee monitors the integrity of the
financial statements of the Company including but
not limited to its annual and half-yearly reports,
preliminary announcement of, and any other
formal announcements relating to, its financial
performance, and reviews and reports to the
Board on significant financial reporting issues and
judgements which those statements contain having
regard to matters communicated to it by the auditor.
The Chairman leads and chairs the Board and has overall
responsibility for governance and promoting the values
of the Group, both internally to colleagues and externally
to the broader stakeholder group. The Chairman is
also involved in developing a strategy for the Group
and supporting investor relations and communication
between the Group and its shareholders.
A key part of the Board’s commitment to high standards
of governance is an active dialogue with its shareholders.
The Chairman is also involved in the evaluation of potential
acquisition targets that fit within prescribed selective
criteria, to further grow the Group. All of the day-to-day
operations of the Group are managed by the CEO.
The CEO provides leadership and management to the
Group and its Executive Team. The CEO drives the
development of objectives, strategies and performance
standards whilst also overseeing key risks across all
divisions of the Group. The CEO also plays a lead role in
devising and implementing the Group’s corporate strategy
and in investor relations to ensure that communications
with the Group’s shareholders and financial institutions
are maintained.
The CFO is responsible for shaping and executing the
financial strategy of the Group. In this role the CFO also
supports the Group’s investor relations programme
and corporate development efforts. The CFO also has
responsibility for identifying the broad market-related
risks and collating specific potential risks from the
members of the Executive Team for further assessment
via the established risk management framework.
The General Counsel and Company Secretary, a newly
created Board position with effect from 3 October 2022,
will focus on strengthening the Group’s legal, governance,
and compliance approach and will develop the RWS
company secretarial and risk management capabilities
to support the achievement of our growth strategy
ambitions. The Company Secretary is also charged with
ensuring the delivery of clear and accurate management
information to the Board to allow for timely deliberation
and subsequent communication of agreed actions.
REMUNERATION COMMITTEE
The Remuneration Committee is responsible for
setting the remuneration policy for all Executive
Directors and the Company’s Chair, including
pension rights and any compensation payments.
The Remuneration Committee also recommends
and monitors the level and structure of
remuneration for the Executive Team. No Director
or Senior Executive is involved in any discussion or
decision about their own remuneration.
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RWS — ESG Report 2022
GOVERNANCE
MANAGING RISKS
Identifying and managing risks are key to our business to
protect the business, our people, our communities as well
as deliver long-term shareholder value.
The Board routinely monitors risks that could materially
and adversely affect the Group’s ability to achieve
strategic goals, its financial condition and the results
of its operations. The Board is supported by senior
management personnel who collectively play a key role in
risk management and regularly report to the Board.
