The Diploma PLC Board is accountable to the Company’s shareholders for standards of governance across the Group’s businesses. Certain strategic decision-making powers and authorities of the Company are reserved as matters for the Board. The principal matters reserved for the Board are set out below. Day-to-day operational decisions are managed by the Chief Executive Officer.
- Setting the overall strategic direction and oversight of the management of Diploma PLC.
- Recommending or declaring dividends.
- Approval of the Group and Company financial statements.
- Approval of new bank facilities, or significant changes to existing facilities.
- Assessment and approval of the principal risks facing the Group and how they are being managed.
- Approval of the Viability Statement.
- Maintaining sound internal control and risk management systems.
- Approval of major corporate transactions and commitments.
- Succession planning and appointments to the Board.
- Review of the Group’s overall corporate governance arrangements and reviewing the performance of the Board and its Committees annually.
- Approval of the delegation of authority between the Chairman and the Chief Executive Officer and the Terms of Reference of all Committee of the Board.
Where appropriate, matters are delegated to a Committee which will consider them in accordance with its terms of reference. Details of each Committee’s terms of reference are available in the Board Committees section.
Read the full Corporate Governance Report 2019
Chaired by Anne Thorburn
Number of meetings in the year ended 30 September 2019: 8
Role of the committee
The Audit Committee is responsible for ensuring that the Company maintains a strong control environment. It provides effective governance over the Group’s financial reporting, including oversight and review of the systems of internal control and risk management, the performance of internal and external audit functions, as well as the behaviour expected of Diploma PLC’s employees through the whistleblowing policy and similar codes of conduct. The Committee’s role and responsibilities are set out in its Terms of Reference, which are reviewed every two years and are approved by the Board.
Read more on the Audit Committee
Chaired by John Nicholas
Number of meetings in the year ended 30 September 2019: 6
Role of the Committee
The Committee reviews the composition of the Board and principal Committees, considering skills, knowledge, experience and diversity requirements before making appropriate recommendations to the Board as to any changes. It also manages succession planning for Directors and other Senior Executives and is responsible for reviewing the Group’s senior leadership needs.
The Committee’s role and responsibilities are set out in its Terms of Reference, which are reviewed every two years and approved by the Board.
Read more on the Nomination Committee
Chaired by Andy Smith
Number of meetings in the year ended 30 September 2019: 11
Role of the Committee
The Remuneration Committee agrees, on behalf of the Board, all aspects of the remuneration of the Executive Directors and the Executive Committee, and agrees the strategy, direction and policy for the remuneration of the senior executives who have a significant influence over the Group’s ability to meet its strategic objectives.
The Committee’s roles and responsibilities are set out in its Terms of References, which are reviewed annually and approved by the Board.
Read more on the Remuneration Committee