Corporate Governance

Corporate Governance

finnCap Group Plc Governance Structure

Composition of the Board

The Board is responsible for setting and approving the Group’s long-term objectives and overall strategy as well as monitoring performance. The Board currently consists of four Executive Directors and four Non-Executive Directors.

All of the Non-Executive Directors are considered to be independent. They all bring significant and diverse commercial experience to the Board and their views carry considerable weight in the decision-making process.

There is a clear division of responsibility between the roles of the Chairman and the Chief Executive. The Chairman is responsible for the leadership of the Board, building its composition as well as ensuring a clear structure for the effective management of Board Committees. The Chief Executive is responsible for executing the business strategy once agreed by the Board.

Board Committees

The Board is supported in its role by four key committees which have written terms of reference.  

Remuneration Committee

The objectives of the Remuneration Committee are to:

  • Develop remuneration packages which motivate executive directors and support the delivery of business objectives in the short, medium and long-term;
  • Align the interests of the executive directors with the interests of long-term shareholders;
  • Encourage executives to operate within the risk parameters set by the board; and
  • Ensure that the Company can recruit and retain high-quality executives through packages which are fair and attractive, but not excessive.

Remuneration Committee members and meetings

The Remuneration Committee consists of Annette Andrews (Chair), Andy Hogarth, Robert Lister and Barbara Firth.  It meets as required during the year, and not less than twice a year. 

The remuneration of Non-Executive Directors is determined by the Board within the limits set by the Company’s Articles of Association. 

Remuneration Committee Terms of Reference

Audit Committee

The objective of the Audit Committee is to provide oversight and governance of the Group’s financial reports, its internal controls and processes in place, its risk management systems and the appointment of and relationship with the external auditor.

The Audit Committee consists of Barbara Firth (Chair), Robert Lister and Andy Hogarth. The Executive Directors and the Chairman of the Board attend by invitation. It meets a minimum of three times per year and at least once a year with the Group's external auditors present. 

Its role is to monitor the integrity of the financial statements, including the Annual and Interim Reports, review the significant accounting policies and financial reporting judgements contained therein and provide updates and recommendations to the Board. It is also responsible for reviewing and evaluating the adequacy of internal control and risk management processes.

Audit Committee Terms of Reference

Nomination Committee

The primary purpose of the Committee is to lead the process for Board appointments and to make recommendations for maintaining an appropriate balance of skills on the Board.

Nomination Committee members and meetings

The Nomination Committee consists of Andy Hogarth (Chair), Annette Andrews, Robert Lister and Barbara Firth.

The Committee meets as necessary to fulfil its responsibilities and meet its objectives.

Nomination Committee Terms of Reference

Risk and Compliance Committee

The Risk and Compliance Committee’s remit is the assessment of the quality, integrity, implementation and reliability of the Company’s Risk management processes.

The Committee is chaired by Robert Lister and Barbara Firth, Richard Snow, Tom Hayward, the Head/Deputy Head of Compliance and General Counsel attend meetings of the Committee.  The Committee meets as necessary (and not less than quarterly) to fulfil its responsibilities and meet its objectives.

Risk Committee Terms of Reference