Governance
Introduction to our governance framework
The Board is collectively accountable to the Company’s shareholders for the proper conduct of the Group’s business and its long-term success. The Board has a schedule of matters reserved for its approval and a formal structure of delegating some of its responsibilities to Board Committees through agreed terms of reference which are subject to regular review. The schedule of matters clearly defines the decisions which can only be made by the Board and largely relates to matters of strategic importance, particularly high-value or governance related, where independence from executive management is important.
The Board delegates responsibility for the day-to-day operational management of the Company to the Chief Executive Officer, who is supported by the Convatec Executive Leadership Team, which is chaired by the CEO.
The independent Non-Executive Directors exercise independent, objective judgement in respect of decisions of the Board, and scrutinise and challenge management. Through the various committees of the Board, they have responsibility for ensuring the robustness and integrity of financial information; internal controls and the risk management framework; that the Board has an appropriate mix of skills, knowledge, experience and diversity to fulfil the Board’s vision and support the delivery of the Company’s FISBE strategy; and, that remuneration arrangements appropriately support the Group’s culture and strategic ambition.
Responsibilities:
- Oversees and is responsible for the long-term success of the Group and for ensuring that there is a framework of appropriate and effective governance and controls which enables risk to be assessed and managed.
- Sets the Group’s strategic aims, determines resource allocation to ensure that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance.
- Determines the Group’s purpose and values. Monitors and assesses the Group’s culture and ensures that its obligations to shareholders and other stakeholders are understood and met.
Responsibilities:
- Reviews Board composition and proposes appointments to the Board.
- Considers succession planning for the Board and senior management.
- Oversees diversity and inclusion targets and objectives for Board and senior management.
Members:
- John McAdam (Chair)
- Constantin Coussios
- Margaret Ewing
- Kimberly Lody
- Brian May
- Heather Mason
- Sharon O'Keefe
Responsibilities:
- Oversees the integrity of the Group’s financial reporting, internal controls and risk management framework.
- Ensures the Group complies with legal and regulatory governance requirements, including those related to financial reporting, environmental and climate change-related matters.
- Assesses the independence and effectiveness of the external and internal auditors.
Members:
- Margaret Ewing (Chair)
- Heather Mason
- Brian May
Responsibilities:
- Ensures the Remuneration Policy and wider remuneration practices are designed to support the Group’s strategy and promote long-term sustainable success.
- Oversees Remuneration Policy implementation for Executive Directors and senior management.
- Reviews workforce remuneration and related policies.
Members:
- Brian May (Chair)
- Constantin Coussios
- Kimberly Lody
- Sharon O'Keefe
Responsibilities:
- Implements Group strategy for the long-term success of the Group, monitoring performance and significant business projects and initiatives against budget and the agreed strategy.
- Assists the CEO in executing the authority delegated by the Board, making and implementing day-to-day operational decisions and exercising oversight of the Group’s commercial issues.
- Monitors and assesses the Group’s cultural activities, execution against the ESG strategy and day-to-day behaviours to ensure that they are aligned with the Group’s vision, promise, strategy and values.
Legal advisers
Freshfields Bruckhaus Deringer LLP
65 Fleet Street
London
EC4Y 1HS
Reporting accountants
Deloitte LLP
Athene Place
66 Shoe Lane
London
EC4A 3BQ
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
ESG Steering Committee
An executive committee chaired by the CEO that drives the ESG agenda within the Group, monitoring performance of the ESG programme and regularly reporting to the Board.
Market Disclosure Committee
A Board committee chaired by the Chair that oversees the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation, Listing Rules and Disclosure Guidance and Transparency Rules.
Market Disclosure Committee Terms of Reference
Treasury, Tax & Finance Committee
An executive committee chaired by the CFO that oversees day-to-day tax and treasury matters and treasury related financial liabilities.
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