Calisen plc is committed to the highest standards of corporate governance and recognises that this commitment is vital to the successful delivery of its strategic objectives.

Board of Directors

The Board of Calisen plc is collectively responsible to shareholders and other stakeholders for the long-term sustainable success of its business, including setting the overall strategy of the organisation, promoting its objectives, monitoring culture and ensuring the highest standards of governance. The Board is also responsible for providing guidance and oversight to the business. It has overall authority for the management and conduct of the business including oversight of the Calisen Group’s financial performance and monitoring the governance, risk and control framework.

The Board delegates certain functions to Board Committees as detailed below. A range of matters have been delegated to the Chief Executive and the Executive Committee who are responsible for the day-to-day operation of the Calisen Group.

Find out more about our Board members

Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Calisen Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Calisen Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Calisen Group’s internal audit, internal controls, whistleblowing and fraud systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. The Audit and Risk Committee will give due consideration to laws and regulations, the provisions of the Corporate Governance Code and the requirements of the Listing Rules and the Disclosure Guidance and Transparency Rules. The Audit and Risk Committee is also responsible for (i) advising the Board on the Company’s risk strategy, risk policies and current risk exposures; (ii) overseeing the implementation and maintenance of the overall risk management framework and systems; and (iii) reviewing the Company’s risk assessment processes and capability to identify and manage new risks.

The Audit and Risk Committee is chaired by Patrick O’Donnell Bourke and its other members are Lord Jitesh Gadhia, Kath Durrant and Lisa Harrington.

Download the Audit and Risk Committee Terms of Reference

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as directors or committee members as the need may arise. The Nomination Committee also assists the Board in the consideration and development of appropriate corporate governance principles, including, among other things, those relating to potential related party transactions. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, and retirements and appointments of additional and replacement directors and committee members, and will make appropriate recommendations to the Board on such matters.

The Nomination Committee is chaired by Phil Nolan and its other members are Lord Jitesh Gadhia, Kath Durrant, Patrick O’Donnell Bourke, Tara Davies and Lisa Harrington.

Download the Nomination Committee Terms of Reference

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to directors’ remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Calisen Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors, the Chair and members of the executive management team (being the first layer of management below the level of the Board and reporting to the CEO, including the Company Secretary). The Remuneration Committee will give due regard to the provisions and recommendations in the Corporate Governance Code when determining the remuneration policy.

The Remuneration Committee is chaired by Kath Durrant and its other members are Lord Jitesh Gadhia and Patrick O’Donnell Bourke.

Download the Remuneration Committee Terms of Reference

The UK Corporate Governance Code (‘the Corporate Governance Code’) is available on the Financial Reporting Council website at www.frc.org.uk

Constitutional documents

Download the Articles of Association