Policy & Guidelines
The Executive Committee is established by the Chief Executive Officer and is responsible for the development and recommendation of strategy to the Board, executing the Board’s approved strategy and agreed objectives, day-to-day management of the Group’s operations, and developing and implementing the Group’s safety, environmental, social and governance framework.
1.1 Membership will be determined by the Chief Executive Officer from time to time and currently comprises the following individuals:
- Chief Executive Officer
- Chief Financial and Operations Officer
- Managing Director, Advanced Materials
- Managing Director, Paper Products
- Chief Innovation Officer
- People and Culture Director
- General Counsel and Company Secretary
1.2 The Chief Executive Officer will chair the Committee. In their absence, the Chief Financial and Operational Officer shall act as chair.
1.3 The Company Secretary and/or their deputy will attend all meetings of the Committee and will provide all necessary support to the Committee. The Company Secretary and/or their deputy should ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration of issues. The Committee should have access to the services of the Company Secretariat on all committee matters. 2.
The Company Secretary and/or their deputy will attend all meetings of the Committee and will provide all necessary support to the Committee. The Company Secretary and/or their deputy should ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration of issues. The Committee should have access to the services of the Company Secretariat on all committee matters.
The quorum of the Committee will be three members one of whom must be either the Chief Executive Officer or the Chief Financial and Operations Officer. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in, or exercisable by, the Committee.
4. Conflicts of interest
At the outset of each meeting, Committee members must disclose any actual or potential conflict arising. Remaining Committee members will determine whether or not a conflict exists. A Committee member shall not participate in any discussions and/or decisions concerning a matter in relation to which they have a conflicting interest.
5.1 The Committee will normally meet one a month, except during August. Other meetings may also be held as required from time to time.
5.2 The chair or any member of the Committee or the Company Secretary may convene a meeting of the Committee at any time on reasonable notice to consider any matter falling within these Terms of Reference.
The minutes of each meeting will be distributed to all members as appropriate, taking into account any conflicts of interest which may exist.
7. Scope of authority
7.1 The Committee’s role is to support the Chief Executive Officer in executing the Board’s agreed objectives and strategy, make and implement operational decisions while running the Group’s day-to-day business, and make recommendations to the Board.
7.2 The Committee may sub-delegate any of its powers and authority as it sees fit, including, without limitation, through the establishment of sub-committees to consider particular issues and report back to the Committee.
Responsibilities of the Committee
The key responsibilities of the Committee include:
8.1 Planning, objectives and strategy
- Making recommendations to the Board concerning the objectives and strategy of the Group, taking into account risks and opportunities;
- Optimising the allocation and adequacy of the Group’s resources;
- Developing the Group’s budgets and longer-term plans (including capital investment), to be presented to the Board for approval;
- Leading on safety across the Group;
- Supporting the Board in developing the sustainability agenda and overseeing sustainability initiatives in accordance with the Group’s purpose and strategic objectives; and
- Monitor and advance progress of the Group’s decarbonisation plan.
8.2 Operations and performance
- Oversight of the delivery of the Board’s approved objectives and strategy;
- Day-to-day management of the Group’s businesses;
- Monitoring performance against KPIs, budgets and achievement of the business plan approved by the Board;
- Oversight of the Group’s organisational structure, and making recommendations for change;
- Keeping under review and renewing banking facilities and arrangements for treasury management;
- Oversight of the Group’s pension arrangements; and
- Facilitating active liaison, co-ordination and co-operation between business functions.
8.3 Risk and Internal control
- Ensuring the identification, management and monitoring of risks and the implementation of effective internal controls;
- Keeping under review the Group’s insurance arrangements;
- Identifying matters required for escalation to the Board or Board Committees and to review, debate and form recommendations on relevant items before escalation;
- Approving and, where necessary, reviewing (before their presentation to the Board) material contracts and significant transactions in accordance with the Group Delegation of Authority; and
- Taking any other actions as required by the Chief Executive Officer under the Board’s approved delegation of authority framework.
8.4 People and culture
- Actively promoting the Group’s culture, in line with the agreed purpose and values;
- Reviewing performance, development and succession planning of senior management and key individuals;
- Monitoring the People agenda across the Group including monitoring of diversity and inclusion and the Group’s culture to ensure it is aligned with the Group’s values, purpose and strategy;
- Developing appropriate remuneration structures across the Group; and
- Developing and implementing Group People policies and structures, and, where appropriate, recommending them to the Board.
9. Reporting responsibilities
The Chief Executive Officer shall formally report on relevant matters considered by the Executive Committee at each Board meeting.
10. Other Matters
10.1 The Committee will give due consideration to and apply with all applicable laws and regulations, including but not limited to the Companies Act 2006, AIM Rules and FCA Handbook.
10.2 The Committee shall periodically review these Terms of Reference to ensure they remain effective and current.
These Terms of Reference were approved by the Executive Committee on 26.10.2023.