Strategic Report Governance continued
3. Director Responsibilities The Board and individual Directors have a clear understanding of their accountability and responsibilities. The Board’s composition, policies and procedures support effective decision making and independent challenge. Individually each executive Director is required to perform his/her role in accordance with prescribed role profiles and competency requirements, which helps to ensure the Board members remain “fit and proper” to undertake their duties (whether commercial, fiduciary or regulatory) and responsibilities to the Group. The three non-executive Directors provide independent challenge to the executive Directors and provide balance to decision- making processes. Good governance supports open and fair business, ensures that the Group has the right safeguards in place and makes certain that every decision it takes is underpinned by the right considerations. Whilst Board oversight is always maintained, key decisions are made by individuals and committees with the most appropriate knowledge and industry experience. The Board delegates authority for day-to-day management of the Group to the Chief Executive Officer. Certain governance responsibilities are delegated to other committees (see section 2 above). The Group has a defined organisational structure with clear roles and responsibilities. The structures in place ensure appropriate limits are used for internal authorisation. Decisions are made in line with approved annual budgets. There are sufficient internal authorisation controls which include separate controls covering purchasing and sales contracts.
The Board meets on a monthly basis and in advance of each meeting receives a board pack containing information on all key aspects of the business including health & safety, risks and opportunities, financial performance of the business, strategy, operational matters and market conditions, supported by specific Key Performance Indicators. Key financial information is collated from the Group’s accounting and operational systems. The Group’s financial function is appropriately qualified to ensure the integrity of this information and is responsible for remaining compliant with reporting standards and regulatory changes. Financial information is currently externally audited by Ernst & Young LLP on an annual basis. 4.Opportunity and Risk The Board aims to promote the long term sustainable success of the Group by identifying opportunities to create and preserve value, and establishing oversight for the identification and mitigation of risks. The Group has in place a Risk Management Committee which includes representatives from all of our businesses, internal audit, security, legal, procurement, finance, HR, as well as executives so that it can identify risks from across the business and the sector, review the nature and extent of them and develop solutions to manage or mitigate the risks. The Risk Management Committee also works closely with the business, providing guidance and support to key risk owners within the Group´s business and support functions. Key risk owners within the business attend quarterly Risk Management Committee meetings to provide updates on key strategic and emerging risks within their remit. Monthly Board of Management, Executive Board, Senior Management & Operational Team meetings provide a forum for discussion on long term opportunities and risk.
The Risk Management Committee keeps under review and makes recommendations to the Board on the Group’s risk appetite, tolerance and strategy on an annual basis or more frequently if required. The Risk Management Committee also sets the standard for ensuring the accurate and timely monitoring of large exposures and certain risk types of critical importance and ensures that these are escalated to the Board as appropriate. The Group maintains full compliance with all applicable legislation either through certifications or alignment to best practice. The Group has developed an Operating Framework which includes the Group’s operating rules, processes, best practices and delegated authorities. The Group is also certified for ISO 9001 - International standard dedicated to Quality Management Systems. For other certifications, see page 28. We view climate issues as material to the day-to-day operations of our organisation and we continue to adhere to our ESG strategy and all relevant climate-related regulatory requirements. As we undergo our transformation to a climate-ready business, we understand that strong governance is imperative to efficiently manage corresponding climate-related risks and opportunities. Executive Board. This committee is responsible for the development and implementation of our ESG strategy and carbon related matters, and reports on the progress against climate-related risks and opportunities as well as objectives and targets. In addition the Group maintains full compliance with all applicable legislation and contractual requirements (e.g. General Data Protection Regulation, Data Protection Act 2018), and any supporting management system certifications and by operating an Information Security Management System (ISMS) aligned to the principles of ISO 27001. The Group fully complies with relevant UK legislation. In 2023, we set up an ESG Committee reporting to the
Whistl Annual Report 2022
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