The Board is committed to the highest standards of corporate governance and maintaining an effective framework for the control and management of the Group.

The Board is responsible for the leadership and direction of the Group and is ultimately responsible to the Company’s shareholders for the Group’s long-term success. The Board takes the lead in areas such as strategy, financial policy and making sure we maintain a sound system of internal control. The Board monitors compliance with the UK Corporate Governance Code dated April 2016 issued by the Financial Reporting Council.

The Board has established a formal schedule of matters reserved for its approval and has delegated other specific responsibilities to its principal Committees which are listed below:

  • Audit Committee - chaired by Paul Dean;
  • Nomination Committee - chaired by Ron Marsh; and
  • Remuneration Committee - chaired by Moni Mannings.

The responsibilities of the Committees are clearly defined within the terms of reference of the respective Committees which are documented formally and regularly reviewed.

By delegating authority to its Committees, the Board directs and reviews the Group’s operations within an agreed framework of controls, allowing risk to be assessed and managed within agreed parameters.

Audit Committee

The Audit Committee's role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group's annual financial statements, considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The Audit Committee will normally meet not less than three times a year.

The Audit Committee is chaired by Paul Dean and its other members are Moni Mannings and Mark Hammond. The UK Corporate Governance Code recommends that all members of the Audit Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. At least one member of the Committee should have recent and relevant financial experience ideally with a professional qualification from one of the professional accountancy bodies. The Committee as a whole should have competence relevant to the sector in which the company operates. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in that regard.

Audit Committee - Terms of Reference

Nomination Committee

The Nomination Committee assists the Board in determining the structure, size and composition of the Board. It is also responsible for periodically reviewing the Board's structure and identifying potential candidates to be appointed as Directors, as the need may arise. The Nomination Committee also determines succession plans for the Chairman and Chief Executive. The Nomination Committee will meet when appropriate.

The Nomination Committee is chaired by Ron Marsh and its other members are Paul Dean, Moni Mannings, Mark Hammond and David Hall. The UK Corporate Governance Code recommends that a majority of the Nomination Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in that regard.

Nomination Committee - Terms of Reference

Remuneration Committee

The Remuneration Committee recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Directors and recommends and monitors the remuneration of members of Senior Management. The Remuneration Committee will also generate an annual remuneration report to be approved by the members of the Company at the annual general meeting. The Remuneration Committee will normally meet not less than twice a year.

The Remuneration Committee is chaired by Moni Mannings and its other members are Ron Marsh, Paul Dean and Mark Hammond. The UK Corporate Governance Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in that regard.

In carrying out its responsibilities, the Remuneration Committee seeks independent and objective external advice as necessary and has engaged the services of Deloitte LLP. Deloitte LLP has provided independent advice in relation to Polypipe Group plc's remuneration strategy and has helped draft a number of employee share incentive plans. In addition to this, Deloitte LLP has provided tax advice to the Group.

Remuneration Committee - Terms of Reference