Cairn is wholly committed to attaining the highest standards of corporate governance. To this end, the Board has established audit and risk, remuneration and nomination committees composed of non-executive Directors. The non-executive Directors are independent of the Founders and the management team.
The UK Corporate Governance Code sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with Shareholders. The Company will report on how it has applied the main principles of the UK Corporate Governance Code, either to confirm that it has complied with the UK Corporate Governance Code’s provisions or, where it has not, to provide an explanation. The Founders Relationship Agreements also include provisions to ensure that the Company is capable of carrying on its business and making decisions independently of the Founders and that transactions and other arrangements between the Company and Founders are at arm’s length and on normal commercial terms. The Company intends to comply with the UK Corporate Governance Code.
Board of Directors
The Company has a strong Board comprising Board members who have held senior positions in a number of public and private companies, bringing a wealth of property and public company experience, with a majority of independent directors (including, upon appointment, the Chairman) in compliance with the UK Corporate Governance Code. The Board is responsible for providing governance and stewardship to the Company and its business. This includes establishing goals for management and monitoring the achievement of these goals. The Board oversees the performance of the Company’s activities.
Audit and Risk Committee
The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee is chaired by Gary Britton and its other members are Andrew Bernhardt and Giles Davies. The Audit and Risk Committee will meet at least four times a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.
Download the Terms of Reference for the Audit and Risk Committee
The Remuneration Committee is chaired by Giles Davies and its other members are Andrew Bernhardt and Gary Britton. It is expected to meet not less than two times a year. The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for executive directors and the non-executive chairman, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under share-based schemes for Group employees. The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration.
Download the Terms of Reference for the Remuneration Committee
The Nomination Committee is chaired by John Reynolds and its other members are Gary Britton and Giles Davies. The Nomination Committee is expected to meet at least once per year. The Nomination Committee is responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing directors.
Download the Terms of Reference for the Nomination Committee