Board of Management Whistl Group Holdings Limited is led and controlled by the Board of Management, which is collectively responsible for the long-term success of the Group and the endorsement and application of corporate governance. The Board of Management is comprised of three Executive Directors, and two Non-Executive directors. The Directors are not currently subject to retirement by rotation and there is no plan to implement such a regime. The Board of Management always aims to keep an appropriate balance of Board of Management expertise and length of director tenure and recognises that tenure must be considered when examining the independent status of non-executive directors. sub-committees: an Audit Committee, Executive Board and a Remuneration Committee. Each committee has terms of reference which are reviewed and revised where necessary. Our approach to corporate governance is to instil it throughout the business, with the Board of Management, taking collective responsibility for the overall management and leadership of the business, together with individuals and teams, taking ownership and being empowered to take appropriate decisions while reporting into the Executive Board, which in turn, reports into the Board of Management. The Board of Management acknowledges its accountability in the performance and success of the business to its shareholders. Board of Management sub-committees The Board of Management is supported by three
The Board of Management’s agenda also covers:
• Planning and monitoring Group strategy
• Financial and operational risk management
• Financial reporting, tax and treasury matters
• Performance of key management personnel and the Executive Board
The Board of Management operates robust procedures to ensure all decisions are made objectively: • Board of Management meetings take place on a monthly basis • Conflicts of interest are declared openly and in advance and are managed respectfully • The Board of Management receives a report from the Chief Executive and Chief Financial Ocer as well as reports from its various committees and the Executive Board • Members of the senior management team make presentations to both the Board of Management and the Executive Board on specific topics, creating a close connection between the Board of Management and the rest of the business • In the period between Board of Management and Executive Board meetings, all Directors receive email updates on significant matters arising. This may result in discussion by conference call between Board of Management meetings Communication with shareholders Throughout the year, the Group has maintained regular monthly contact with its shareholders and investors to ensure that the interests of shareholders are aligned with the Company’s. Good governance is an essential tool in ensuring that shareholders remain committed partners as we invest in our business for the longer term.
Governance | Whistl Annual Report 2017
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