Committees

Committees

Whilst a formal schedule of matters is reserved for the Board’s approval, the Board is supported by a number of Committees which have delegated responsibility for certain items of business. Further details on these Committees and their operation can be found below, including their full Terms of Reference.

Executive Directors are not members of these Board Committees, although they may be invited to attend Committee meetings.

The Chair of each Board Committee reports to subsequent meetings of the Board and the Board receives a copy of the minutes of all Committee meetings once approved (to the extent no conflict of interest exists).

Audit Committee

The Audit Committee comprises: Damian Sanders (Chair), Zillah Byng-Thorne and Dominic Murphy.

The Audit Committee’s principal responsibility is to support the Board in fulfilling its oversight responsibilities by reviewing and monitoring the independence and effectiveness of internal and external audit functions; the integrity of the Company’s financial and narrative statements; and the Company’s internal financial controls, internal controls and, as appropriate and in conjunction with the Risk Committee, risk management framework.

The Audit Committee’s Terms of Reference

Risk Committee

The Risk Committee comprises: Zillah Byng-Thorne (Chair), Damian Sanders and Dominic Murphy.

The Risk Committee is responsible for assisting the Board in its oversight of risk, including the ongoing monitoring, management and mitigation of principal and emerging risks, and advising the Board on the Group’s overall risk appetite, tolerance and strategy.

The Risk Committee’s Terms of Reference

Remuneration Committee

The Remuneration Committee comprises: Tiffany Hall (Chair), Damian Sanders, Dominic Murphy and Iain McDonald

The Remuneration Committee’s principal responsibilities include setting the Remuneration Policy for all Executive Directors; ensuring that remuneration policies and practices support strategy and promote the long-term success of the Group; reviewing the targets for any performance-related pay schemes; and reviewing and having regard to payment practices and conditions across the organisation.

The Remuneration Committee’s Terms of Reference

Nomination Committee

The Nomination Committee comprises: Dominic Murphy (Chair), Zillah Byng-Thorne and Iain McDonald.

The Nomination Committee’s principal responsibilities include regularly reviewing the structure, size and composition of the Board, including its balance of skills, knowledge, experience and diversity, to ensure membership remains appropriate and ensuring that appropriate procedures are in place for the nomination, selection and succession of Board members.

The Nomination Committee’s Terms of Reference

Related Party Committee

The Related Party Committee comprises: Zillah Byng-Thorne (Chair) and Damian Sanders.

The Related Party Committee’s principal responsibility is to oversee and approve the terms of any Related Party Transaction with the Propco Group (as such terms are defined in its Terms of Reference).

The Related Party Committee’s Terms of Reference

Sustainability Committee

The Sustainability Committee comprises: Iain McDonald (Chair) and Tiffany Hall, together with the Company’s Group Commercial Director and Chief Sustainability Officer.

The Sustainability Committee is responsible for reviewing and assuring that the Company has appropriate and effective strategies, policies and operational controls in place to conduct its business in a responsible manner (including performance against the Group’s Sustainability Strategy and in relation to environmental, social and governance (ESG) matters), whilst overseeing compliance with all applicable sustainability-related legal and regulatory requirements.

The Sustainability Committee’s Terms of Reference