Board Committees
Totally’s Board delegates powers to three Board Committees operating within defined terms of reference which set out the specific roles and responsibilities of each Committee.
The Committees are authorised to engage the services of external advisers as they deem necessary in the furtherance of their duties at the Company’s expense.
Details of the membership, allocation of time and key responsibilities are below, together with downloadable terms of reference for each Committee.
Committee Chairmen attend the Company AGM and are available to answer any questions from shareholders regarding the activities of the Committees.
The primary function of the Audit Committee is to assist the Board in discharging its responsibilities in regard to financial reporting and external and internal controls.
Committee members
- Michael Rogers, Chairman, Independent Non-Executive Director
- Simon Stilwell, Member, Independent Non-Executive Chairman
Allocation of time
- Review of Final Audit Findings Report for the year ended March 2022 and key accounting judgements – 40%
- Review of accounting considerations for the interim results of September 2022 – 30%
- Consideration of external auditors' plan for the March 2022 audit – 10%
- Review of risk management procedures and risk registers – 10%
- Supported the Board on review of acquisition accounting procedures and consolidation of Group Finance function roles – 10%
Key responsibilities
- Reviewing and monitoring the integrity of the Group’s annual and interim financial statements and accompanying reports to shareholders;
- Reporting to the Board on the appropriateness of accounting policies and practices. In conjunction with the Board, reviewing and monitoring the effectiveness of the Group’s internal controls and risk management systems, including reviewing the process for identifying, assessing and reporting all key risks. The principal risks and uncertainties for the Group are detailed on pages 42 and 45;
- Reviewing the effectiveness of the Group’s internal audit process and approving the forward audit plan;
- Making recommendations to the Board in relation to the appointment and removal of the external auditor and approving its remuneration and terms of engagement;
- Reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into account relevant professional and regulatory requirements;
- Reviewing and monitoring the extent of the non-audit work undertaken by the Group’s external auditor, taking into account relevant professional and regulatory requirements;
- Reviewing the adequacy and effectiveness of the Group’s whistleblowing and anti-bribery policy and procedures; and
- Reviewing the Group’s risk management procedures and monitoring actions taken during the year.
The primary function of the Remuneration Committee is to review the remuneration of the Executive Directors and to monitor the remuneration of the Group’s senior management. The remuneration strategy and policy for all staff is also reviewed annually by the Committee.
Committee members
Tony Bourne, Chairman, Independent Non-Executive Director
Simon Stilwell, Member, Independent Non-Executive Chairman
Allocation of time
- Review of aspects of remuneration packages for new senior management roles –40%
- Assistance with remuneration packages for new central function roles –10%
- Consideration of annual bonus awards for Executive Directors against delivery of 2020/21 financial plan –20%
- Employee benefit review –30%
Key responsibilities
- Develop remuneration packages which motivate Directors and support the delivery of business objectives in the short, medium and longer term
- Align the interests of the Executive Directors with the interests of long-term shareholders
- Encourage Executives to operate within the risk parameters set by the Board and
- Ensure that the Company can recruit and retain high quality Executives through packages which are fair and attractive, but not excessive.
Committee members
- Tony Bourne, Chairman, Independent Non-Executive Director
- Simon Stilwell, Member, Independent Non-Executive Chairman
Allocation of time
- Review Board structure – 25%
- Review of incentivisation measures for the Executive Directors – 40%
- Review of individual senior management roles – 10%
- QCA Board Effectiveness Review – 15%
Key responsibilities
The key responsibilities of the Nomination Committee are to:
- Review the structure, size and composition of the Board, including the skills, knowledge, experience and diversity of Directors
- Develop a strategy for succession planning for both Directors and other senior executives
- Identify and nominate for approval by the Board candidates to fill Board and other senior vacancies and
- Keep under review the leadership needs of the organisation.
