Governance Reports
Cavendish Financial 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 (including the Chair).
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 Co-Chief Executives. 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 Co-Chief Executives are responsible for executing the business strategy once agreed by the Board.
Board Committees
The Board is supported in its role by three 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 all of the Non-Executive Directors and is chaired by Annette Andrews (Chair). 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 & Risk Committee
The objectives of the Audit & Risk Committee include providing oversight and governance of the Group’s:
- financial reports
- internal controls and processes,
- risk management systems and processes (including the assessment of their quality, integrity and reliability); and
- the appointment of and relationship with the external auditor.
The Audit & Committee consists of all of the Non-Executive Directors and is chaired byJeremy Miller (Chair). The Executive Directors 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.
Audit & Risk 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 all of the Non-Executive Directors and is chaired by Lisa Gordon.
The Committee meets as necessary to fulfil its responsibilities and meet its objectives.