Board Committees Overview
The Board has a number of standing committees or sub-committees, to which various matters are delegated in accordance with their respective terms of reference. The Board also establishes committees on an ad hoc basis to deal with particular matters as and when thought fit. In doing so, it specifies a remit, quorum and appropriate mix of executive and non-executive participation. Further information on the standing committees and their terms of reference are outlined below.
June 2016 update - Each year the Old Mutual plc Nomination & Governance Committee (the Committee) conducts a review of the membership of the Board and its committees. It was noted that, with the appointment of Mr Trevor Manuel to the Board Risk Committee (BRC), the committee membership was out of balance, with the BRC having six members and the Group Audit Committee (GAC) having four.
In undertaking this review, the requirements of the UK Corporate Governance Code were considered and it was acknowledged that Mr Naidoo is not classified as independent due to his position as Chairman of Nedbank. Following discussions with the Chairs of the BRC and the GAC, the Committee agreed that Mr Naidoo's skills and experience, particularly regarding accounting and auditing matters, would augment the existing composition of the GAC. Mr Naidoo is a UK and South African qualified accountant, who retired from Deloitte's London office at the end of November 2014. The GAC remains chaired by an independent non-executive director, Roger Marshall, and the three other members are independent non-executive directors.
The matter was highlighted in advance to the PRA who had no objection to the appointment.
As the decision to change the committee memberships was taken after the publication of our 2015 Annual Report & Accounts, it was not referred to in the corporate governance sections of that report, but, if Mr Naidoo is re-elected, we will include this explanation in the 2016 Annual Report as to why we consider his membership of the GAC to be appropriate and in the company's best interests.
Group Audit Committee
Members: Roger Marshall (Chairman); Mike Arnold; Adiba Ighodaro; Nkosana Moyo; Vassi Naidoo
The Group Audit Committee's role is to ensure the integrity of the Company's financial reporting and the maintenance of sound internal control systems. It also monitors the services provided by the Group's internal audit function and the Company's external auditors.
Board Risk Committee
Members: Mike Arnold (Chairman); Zoe Cruz; Trevor Manuel; Roger Marshall; Nonkululeko Nyembezi-Heita
The principal purpose of the Board Risk Committee is to review, on behalf of the Board, management's reports and recommendations on risk, and in particular:
to consider and recommend to the Board the Group's risk appetite;
to review, on behalf of the Board, the Group's risk profile;
to satisfy itself on the design and completeness of the Group's internal control and assurance framework relative to the risk profile; and
to commission, receive and consider reports on key risk issues affecting the Group.
Members: Danuta Gray (Chairman); Alan Gillespie; Zoe Cruz; Roger Marshall; Nkosana Moyo
The Remuneration Committee is responsible for determining the remuneration, incentive arrangements, benefits and any compensation payments of the executive directors. It also determines the remuneration of the Chairman of the Board and monitors and approves the level and structure of the remuneration of senior management who report directly to the Group Chief Executive, together with the Company Secretary. In addition, it reviews, monitors and approves or recommends for approval, share incentive arrangements of the Company.
The committee is chaired by Danuta Gray and it meets about four times per year.
Nomination and Governance Committee
Members: Patrick O'Sullivan (Chairman); Alan Gillespie; Danuta Gray; Vassi Naidoo; Nonkululeko Nyembezi-Heita
The Nomination and Governance Committee makes recommendations to the Board in relation to the appointment of directors, the structure of the Board and membership of the Board's main standing committees.
It also reviews development and succession plans for the most senior executive management of the Group and proposed appointments to the boards and standing committees of principal subsidiaries when these are material in the context of the Group as a whole.
The Committee's terms of reference are currently being reviewed to reflect a widened remit in relation to Group governance oversight during 2015.
Members: Bruce Hemphill; Ingrid Johnson
The Approvals Committee is a committee comprising the executive directors of the Company, to which executive control and decision-making are delegated, subject to reservation of matters that require approval by the Board itself. A quorum comprises two of the executive directors.