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
- Bob Forsyth, Chair, Independent Non-Executive Director (appointed 25 July 2024)
- Simon Stilwell, Member, Independent Non-Executive Chair (appointed 1 January 2024)
- Tony Bourne, Member, Independent Non-Executive Director (appointed 28 March 2024)
Allocation of time
- Review of Final Audit Findings Report for the year ended March 2024 and key accounting judgements - 30%
- Review of accounting considerations for interim results to September 2023 - 20%
- Consideration of external auditor’s plan for the March 2024 audit - 10%
- Review of risk management procedures and risk registers - 10%
- Supported Board decision making around the new operating structure and consolidation of Group finance function roles - 10%
- Reviewed the operation of Group Finance function following the resignation of Chief Financial Officer - 10%
- Considered independence issues regarding auditors - 10%
Key responsibilities
- Reviewing and monitoring the integrity of the Group’s annual and interim financial statements and accompanying reports to stakeholders
- 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 to 45
- Reviewing the effectiveness of the Group’s internal control processes
- 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.
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, Chair, Independent Non-Executive Director
- Simon Stilwell, Member, Independent Non-Executive Chair (appointed 1 January 2024)
- Bob Forsyth, Member, Independent Non-Executive Chair (appointed 25 July 2024)
Allocation of time
- Review of aspects of long-term incentive arrangements for Executive Directors and senior management - 30%
- Assistance with remuneration packages for new central function roles - 10%
- Consideration of annual bonus awards for Executive Directors and senior management against 2023/24 financial plan - 20%
- Employee benefit review - 10%
- Development of and establishing criteria for annual bonus awards for Executive Directors and senior management against 2024/25 financial plan, and documenting post FY 24 year end - 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
- 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, Chair, Independent Non-Executive Director
- Simon Stilwell, Member, Independent Non-Executive Chair (appointed 1 January 2024)
- Bob Forsyth, Member, Independent Non-Executive Chair (appointed 25 July 2024)
Allocation of time
- Review of Board structure/succession planning – 55%
- Review of incentivisation measures for the Executive Directors and senior management– 25%
- Review of individual senior management roles – 10%
- QCA Board Effectiveness Review - 10%
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
- 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
- Keep under review the leadership needs of the organisation.
